User Agreement

This User Agreement (“Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you (“you” or “User”) and Rainy Day Ventures, LLC (“Viderful,” “we”, or “us”), governing your use of Rainy Day Ventures, LLC’s Site and Site Services (collectively, “Services”).You understand that by using the Rainy Day Ventures, LLC Site or Site Services, and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Rainy Day Ventures, LLC’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes the Privacy Policy, Terms of Use, and this User Agreement, including Section 14 which contains an arbitration agreement and class action waiver that applies to claims brought against Rainy Day Ventures, LLC in the United States. You have an opportunity to opt out of arbitration as provided in Section 14. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.

If want to use any of the Services, whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you don’t understand this Agreement or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, “Sign Up”, “Create My Account”, or similar, and do not visit Rainy Day Ventures, LLC.com, use our mobile applications, or otherwise use our Services.

If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.

Section 16 provides the definitions of some capitalized terms and others are defined throughout the Terms of Service.

1. VIDERFUL ACCOUNTS.

1.1. REGISTRATION. You must register for an account to have full access to our Services, and your registration is subject to our approval. You must register for an account with us (“Account”) to access and use certain portions of our Services. Registered users of our Services are “Users”, and unregistered users are “Site Visitors”.

Your Account registration is subject to approval by Viderful. We reserve the right to decline a registration either to join Viderful or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.

1.2 ACCOUNT ELIGIBILITY. You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older. Viderful offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our 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 any offering or provision of Creator Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.

1.3 ACCOUNT PROFILE. You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete. To register for an Account to use our Services, you must complete a User profile (“Profile”), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree:

(a) To provide accurate and complete information on your Profile and on all registration and other forms you access while using our Services or provide to us;

(b) To keep that information current;

(c) Not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides; and

(d) To correct any information that is or becomes false or misleading.

We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.

1.4 ACCOUNT TYPES.

1.4.1 CLIENT ACCOUNT. You can register for an Account to use the Services as a Client (a “Client Account”).

1.4.2 CREATOR ACCOUNT. You can register for an Creator Account to use the Services as a creator (a “Creator Account”).

1.5 ACCOUNT PERMISSIONS. You agree not to request or allow another person to create a Client Account or Creator Account on your behalf, for your use, or for your benefit, except that an authorized employee or agent may create a Client Account or Creator Account on behalf of your business. Upon closure of a Client Account or Creator Account, Viderful may close any or all related Accounts.

1.6 USERNAMES AND PASSWORDS. You are entirely responsible for safeguarding and maintaining the confidentiality of your username and password. You agree not to share your username or password with any person, and, if you are a legal entity who is not a natural person, to only share your username and password with a person who is authorized to use your Client Account or Creator Account. You authorize Viderful 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 Client Account or Creator or any unauthorized access to the password for any Client Account or Creator. You further agree not to use a Client Account or Creator or log in with the username and password of another User of the Site if (a) you are not authorized to use both or (b) the use would violate the Terms of Service.

2. PURPOSE OF VIDERFUL. The Site is a marketplace where Clients and Creators can identify each other and advertise, buy, and sell Services online. Subject to the Terms of Service, Viderful provides the Site Services to Users, including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting Users in resolving disputes which may arise in connection with those Service Contracts. When a User enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the Service Contract.

2.1 RELATIONSHIP WITH VIDERFUL. Viderful makes the Site and Site Services available to enable Creators and Clients to find and transact directly with each other. Viderful does not introduce Creators to Clients, select Projects for Creators, or select Creators for Clients. Through the Site and Site Services, Creators may be notified of Clients that may be seeking the services they offer, and Clients may be notified of Creators 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 Creator on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Viderful is not a party to that Service Contract.

You acknowledge, agree, and understand that Viderful is not a party to the relationship or any dealings between Client and Creator. 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 Service Contract (such as any interviews, vetting, background checks, or similar actions);

(d) performing Services; and/or

(e) paying for Services.

You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a Service Contract with another User and for verifying any information about another User, including Composite Information (defined below). Viderful:

(a) does not make any representations about or guarantee the truth or accuracy of: any Creator’s or Client’s listings or other User Content on the Site;

(b) does not verify any feedback or information provided by Users about Creators or Clients; and

You acknowledge, agree, and understand that Viderful does not, in any way, supervise, direct, control, or evaluate Creators or their work and is not responsible for any Project, Project terms or Work Product. Viderful makes no representations about and does not guarantee, and you agree not to hold Viderful responsible for:

(a) the quality, safety, or legality of Creator Services;

(b) the qualifications, background, or identities of Users;

(d) the ability of Clients to pay for Creator Services;

(e) User Content and statements or posts made by Users; or

(f) the ability or willingness of a Client or Creator to actually complete a transaction.

While Viderful may provide certain badges or indicators on Creator or Client profiles, such badges or indicators are not a guarantee or warranty of quality or ability or willingness of the badged or noted Creator or Client to complete a Service Contract and is not a guarantee of any kind, including, the quality of Creator Services or Client Project.

You also acknowledge, agree, and understand that Creators 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 Creator 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:

(a) you are not an employee of Viderful, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance);

(b) Viderful will not have any liability or obligations, including under or related to Service Contracts and/or Creator Services for any acts or omissions by you or other Users;

(c) Viderful does not, in any way, supervise, direct, or control any Creator or Creator Services; does not impose quality standards or a deadline for completion of any Creator Services; and does not dictate the performance, methods or process Creator uses to perform services;

(d) Creator is free to determine when and if to perform Creator Services, including the days worked and time periods of work, and Viderful does not set or have any control over Creator’s pricing, work hours, work schedules, or work location, nor is Viderful involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to Creator for a Project;

(e) Creator will be paid at such times and amounts as agreed with a Client in a given Service Contract, and Viderful does not, in any way, provide or guarantee Creator a regular salary or any minimum, regular payment;

(f) Viderful does not provide Creators with training or any equipment, labor, tools, or materials related to any Service Contract;

(g) Viderful does not provide the premises at which Creators will perform the work;

(h) unless otherwise agreed with their Client, Creators may use subcontractors or employees to perform Creator Services by delegating work on fixed-price contracts or by agreeing with their Clients to have hourly contracts for Creator’s subcontractor(s) or employee(s); and

(i) Viderful does not provide shipping services for any physical Work Product.

If a Creator uses subcontractors or employees, Creator further agrees and acknowledges that this Section applies to Viderful’s relationship, if any, with Creator’s subcontractors and employees as well and Creator is solely responsible for Creator’s subcontractors and employees.

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, provided, if applicable, Users comply with the Opt Out provisions described in Section 7. 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. Creator acknowledges and agrees that Creator is solely responsible

(a) for all tax liability associated with payments received from Creator’s Clients and through Viderful, and that Viderful will not withhold any taxes from payments to Creator;

(b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Creator is not covered by or eligible for any insurance from Viderful;

(c) for determining whether Creator is required by applicable law to issue any particular invoices for the Creator Fees and for issuing any invoices so required;

(d) for determining whether Creator 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 Creator Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and

(e) if outside of the United States, for determining if Viderful is required by applicable law to withhold any amount of the Creator Fees and for notifying Viderful of any such requirement and indemnifying Viderful for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Viderful, Creator agrees to promptly cooperate with Viderful and provide copies of Creator’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Creator is engaging in an independent business as represented to Viderful.

2.3 MARKETPLACE FEEDBACK AND USER CONTENT. You hereby acknowledge and agree that Users publish and request Viderful 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 Creators or Clients voluntarily submit to Viderful and does not constitute and will not be construed as an introduction, endorsement, or recommendation by Viderful; Viderful 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 Viderful 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 and other User Content highlighted by Viderful on the Site or otherwise (“Composite Information”), if any, may include User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by other Users. You further acknowledge and agree that Viderful will make Composite Information available to other Users, including composite or compiled feedback. Viderful provides its feedback system as a means through which Users can share their opinions of other Users publicly, and Viderful 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.

Viderful 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. Viderful 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, Viderful reserves the right (but is under no obligation) to remove posted feedback or information that, in Viderful’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 Viderful. You acknowledge and agree that you will notify Viderful of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Viderful may rely on the accuracy of such information.

3. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT AND CREATOR.

3.1 SERVICE CONTRACTS. If a Client and Creator decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Creator. Client and Creator have complete discretion both with regard to whether to enter into a Service Contract with each other and with regard to the terms of any Service Contract. You acknowledge, agree, and understand that Viderful is not a party to any Service Contract, that the formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between Viderful and any User or a partnership or joint venture between Viderful and any User.

With respect to any Service Contract, Clients and Creators 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 Viderful’s rights and obligations under the Terms of Service, including this Agreement and the applicable Escrow Instructions. Only to the extent that they have not entered into another agreement or terms with respect to a Service Contract, the parties to a Service Contract agree that the Optional Service Contract Terms apply to their Service Contract.

3.2 DELETION OF DATA. Viderful may delete all files and data related to a Project that is marked complete or cancelled thirty (30) calendar days after the date the Project is marked complete or cancelled. Users should download all files and data related to a completed or cancelled project before the date of deletion.

3.3 DISPUTES AMONG USERS. We encourage Clients and Creators to try and settle conflicts amongst themselves. If for any reason this fails, Users can contact Viderful’s customer support department for assistance at [email protected].

3.3.1 BASICS.

3.3.1.1 Project cancellations can be performed on the Site, when eligible, by contacting customer support. Filing a transaction dispute or reversing a payment through your payment provider or your bank is a violation of this User Agreement. Doing so may get your Client Account or Creator Account temporarily or permanently disabled. Please note that once you have filed a dispute with your payment provider, the funds will be ineligible for a refund due to our obligations towards the payment provider.

3.3.1.2 In the event that you encounter an issue related to a Project, you are encouraged to contact the other User or contact customer service if the parties cannot settle the dispute. Viderful reserves the right to cancel Projects, orders, or place funds on hold for any suspected fraudulent transactions made on the Site.

3.3.1.3 All transfer and assignment of intellectual property to Client shall be subject to full payment and the delivery may not be made if payment is canceled for any reason. If a Project is canceled (for any reason), the funds paid will be returned to Client.

3.3.1.4 Creators may determine the amount of revisions they wish to offer, including no revisions. Requests for revisions can be performed through the Site.. Clients are prohibited from requesting additional services or separate Projects by requesting a revision of a completed Project.

3.3.2 PROJECT CANCELLATIONS. Eligibility for requests for us to cancel a Project will be assessed by our customer support team based on a number of factors, including violations of this User Agreement, our Terms of Service, general misconduct, and improper usage of the Site.

3.3.2.1 Completed Projects may be canceled, upon review and approval by our customer support team, up to 7 calendar days after the Project is marked as complete. Please be advised that Projects cannot be partially canceled (i.e. we can only cancel the entire order when it is justified).

3.3.2.2 In rare circumstances where we find it appropriate, our customer support team may cancel a completed Project even after 7 calendar days have passed from its completion. In such cases, the amounts paid for the canceled Project will be returned to Client and we will seek issue a reimbursement from Creator, if payment has already been made to Creator from the Fee paid by Client to Viderful.

3.3.2.3 Projects are not eligible to be canceled based on the quality of service/materials delivered by the Creator if the Project was rendered as described and ordered by Client. You may rate your experience with Creator, including the overall level of service quality received.

3.3.2.4 You must use contact customer support at [email protected] if you cannot resolve a dispute with the other party. Customer support will not take any action against Projects where you have failed to inform Creator of issues related to the Project and will allow Creators to provide a resolution first. This does not include non-permitted usage of the Site. Any non-permitted usage of the Site encountered during a Project, after being reviewed by our customer support team, may result in the Project being canceled. This includes, but not limited to; harassment, unlawful behavior, or other violations of this User Agreement and/or Terms of Service.

3.3.2.5 Customer support will cancel orders based on, but not limited to, the following reasons:

(a) Active orders (after Creator accepts a Project and before the Creators marks the Project as complete):

i. Creator is late and unresponsive for more than 24 hours, in the event there is a deadline for the Project.

ii. Users are abusive towards the other party through threats of low ratings or leveraging order materials (such as logins, personal information) against each other.

iii. Users supplied or included copyright/trademark infringing materials as part of the requests for Projects or in the Creator’s delivery of the Project.

iv. User is no longer an active on the Site due to Terms of Service violations or closure of their account.

(b) Delivered Orders (after the Creator mark a Project as complete and before Client marks the Project as complete)

i. Creator uses the Site system to extend the delivery due date to complete the Project without providing the final delivered service. Multiple reported offenses will result in permanent suspension of your account.

ii. Creator delivers no files and/or proof of work related to the agreed upon Project. Subjectivity of the materials in question will be reviewed by our customer support team.

iii. Creator requests additional payments, on or off the Site, by withholding the final delivery of the Project.

iv. Creator is withholding the final delivery of the Project for improved ratings.

v. Users who request revisions to gain more services or request additional Projects from Creators beyond the current Project.

vi. Users who threaten to leave a damaging review to gain more services or additional Projects from Creator not related to the current Project.

(c) Completed Orders (after the Project is marked as complete by both Creator and Client or seven (7) calendar days have passed from the date Creator marked the Project as a complete)

i. Users who have been reported to use copyright/trademark infringing materials after verification and with proof.

ii. Users who did not purchase commercial use rights and are reported to have used the materials commercially.

3.3.2.6 We review cases of payment provider chargebacks and disputes on behalf of Creators. Although results vary per case due to each chargeback reason, we work hard on resolving disputes in Creator’s favor. If the chargeback case allows, we will return parts or full revenue back to Creators, otherwise the chargeback amount will be borne by Creator.

3.3.2.7 Refunds can be performed by our customer support team, based on the Project’s original payment amount and currency. To prevent fraud and abuse, we limit the total amount of times Users can request a payment provider refund, which is subject to review by our customer support team. Such refunds may be subject to an additional fee.

4. WORKER CLASSIFICATION. Clients, not Viderful, are responsible for deciding whether to engage Creators as employees or independent contractors. Client is solely responsible for and assumes all liability for determining whether Creators should be engaged as independent contractors or employees and engaging them accordingly. Client warrants its decisions regarding classification are correct and its manner of engaging Creators complies with applicable laws, regulations, and rules. Viderful is not responsible for worker classification as between Client and Creator, and nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between Viderful and a User..

5. PAYMENT TERMS

5.1 PURCHASING. Clients post a Project on the Site for no fee. When Client hires a Creator, Client shall pay the Fee for the Project to Viderful through one of Viderful’s payment services providers. The Fee will be held as a deposit and subject to the payment terms of this Agreement. Viderful’s payment services providers collect all payments from Clients, transfer such payments from Clients to Creators, and holds funds in connection with Client’s balance at Viderful. All payments in connection with the collection of funds on the Sites are performed by Viderful’s payment services providers.

5.1.1 Viderful serves as Creator’s limited authorized payment collection agent solely for the purpose of accepting payments (via its payment services provider, if applicable) from Client, and remitting those payments to Creator. Client’s payment obligation to Creator will be satisfied upon receipt of payment by Viderful (or its payment services provider, as applicable), and Viderful (via its payment service provider, as applicable) is responsible for remitting the funds to Creator in the manner described in this Agreement. In the event that Viderful (via payment services provider) does not remit any such amounts to Creator, Creator will have recourse only against Viderful and not Client directly.

5.1.2 In most locations, purchases on Viderful can be made by using credit card or other process as selected by Viderful. Additional payment methods may apply in certain locations. Service fees are added at the time of purchase where you can review and accept the total amount requested to pay. These fees cover administrative fees.

5.1.3 Clients may not offer Creators to pay, or make payment using any method other than through the Sites. In case Creator has been asked to use an alternative payment method, please report it immediately to customer support.

5.1.4 You agree to receive invoices and/or payment receipts from Viderful in electronic form as PDF documents, by email or through the Site.

5.1.5 To protect against fraud, unauthorized transactions (such as money laundering), claims, or other liabilities, payment information in connection with withdrawals is collected by either Viderful or Viderful’s payment services providers. Payment services providers may also collect such other information as necessary for the purpose of processing withdrawal payments. Viderful is not exposed to the payment information provided to payment services providers, and this information is subject to the privacy policy applicable to the payment service provider. Please see our Privacy Policy for more information here.

5.1.6 By using any payment method and/or providing payment details for making purchases on Viderful, you represent and warrant that:

(a) you are legally authorized to provide such information;

(b) you are legally authorized or have permission to make payments using the payment method(s);

(c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by that company or person to use the payment method to make payments on Viderful; and

(d) such actions do not violate any applicable law.

5.2 RECEIVING PAYMENTS. When both the Creator and Client mark that a Project is complete or a Client does not request a revision within seven (7) calendar days from the date a Creator marked a Project as complete, then Viderful will transmit to Creator 80% of the Fee that Client paid to Viderful and 20% of the Fee will be paid to Viderful as payment for the use of the Services (including marketing, invoicing, reporting, payment, and dispute resolution services) (the “Service Fee”).

5.2.1 Creators are responsible for paying any direct or indirect taxes, including any GST, VAT or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction. Creator represent and warrant that they comply, and will comply at all times, with their obligations under income tax provisions in their jurisdiction.

5.3 LOCAL CURRENCIES. Payments on Viderful will be made in US dollars (“USD$). All currency exchange services in connection with payments in local currencies are performed by Viderful’s payment services providers. If you paid for Project in a currency other than US$ and your Project was later canceled for any reason, the amount returned to you would be based on the exchange rate as of the date of cancellation. Therefore, the returned amount may vary from the paid amount in local currency terms, while always maintaining the same US$ value.

5.4 TAXES. Viderful may be required by applicable laws to charge users with indirect taxes (such as Sales Tax, VAT or GST) or to withhold taxes. Any amount Viderful will be required to collect will be in addition to the purchase amount and any other fees payable by Creator, and any amount Viderful will be required to withhold will be deducted from the Creator’s revenue, as required by applicable laws. Users are responsible for paying any direct or indirect taxes, including any GST, VAT, or income tax, which may apply to them depending on residency, location or otherwise, under provisions of their jurisdiction.

5.5 PAYMENT METHODS. Viderful has the sole discretion to determine the method of payments made to Users and to determine additional fees applicable to the User’s preferred payment method.

6. NON-CIRCUMVENTION. You agree to communicate through the Site and make and receive payments only through the Site for two years from the date you first identify or meet your Client or Creator on the Site, unless you pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.

7. MAKING PAYMENTS THROUGH VIDERFUL

7.1 Exclusivity. You agree to exclusively use Viderful to make payments for work that arises out of a relationship you made through Viderful for two years from the date you first established the relationship. You acknowledge and agree that a substantial portion of the compensation Viderful receives for making the Site available to you is collected through the Service Fee described in Section 5.4 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the “Viderful Relationship”). Viderful only receives the Service Fee when a Client and a Creator pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an Viderful Relationship (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 person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the “Conversion Fee”). 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 or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person 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. By way of example only, you agree that during the Non-Circumvention period you will not:

(a) Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.

(b) Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.

(c) Refer a User you identified on the Site to a third party who is not a User of the Site for purposes of making or receiving payments other than through the Site.

You agree to notify Viderful immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to Viderful here.

You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.

7.2 Communicating Through The Site; Not Sharing Contact Details. Prior to entering into a Service Contract, you agree to communicate with other Users exclusively through Viderful. For Users subject to this Section 7.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Service Contract. You agree that prior to entering into a Service Contract, you:

(a) will use Viderful as the sole manner to communicate with other Users;

(b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site;

(c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Viderful;

(d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and

(e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service, “Means of Direct Contact” means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.

You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.

7.3 Opting Out. You may opt out of the obligations in Section 7.1 with respect to each Viderful Relationship only if the Client or Creator pays Viderful a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Viderful Relationship, unless Client and Creator have had an Viderful Relationship for at least two (2) years. To inquire about or to pay the Conversion Fee, send an email message to [email protected].

You understand and agree that if Viderful determines that you have violated Section 7, it may:

(a) charge your Payment Method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days,

(b) close your Account and revoke your authorization to use the Services, and

(c) charge you for all losses and costs (including any and all time of Viderful’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

You agree that the Conversion Fee is 13.5% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. “Hourly Rate” means (a) the highest hourly rate charged by the Creator on any Service Contract with the Client, if any; or (b) if there is no hourly rate on a Service contract, the hourly rate in the Creator’s profile when the conversion is requested. The Conversion Fee includes all applicable taxes and is not subject to the Marketplace Fee. If Client and Creator have had an Viderful Relationship for at least two (2) years, the Conversion Fee is a nominal $1 USD for administrative purposes.

8. RECORDS OF COMPLIANCE. . You are solely responsible for creation, storage, and backup of your business records. You agree that Viderful has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.

9. WARRANTY DISCLAIMER. Viderful and its affiliates make no representation or warranty about the services, including that the services will be uninterrupted or error-free, and provide the Services (including content and information) on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Viderful and its affiliates disclaim any implied or statutory warranty, including any implied warranty of title, accuracy of data, non-infringement, merchantability or fitness for a particular purpose.

10. LIMITATION OF LIABILITY. Viderful 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: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties’ use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.

Additionally, in no event will Viderful, 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 Viderful, 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 exceed the lesser of: (a) $2,500 or (b) any fees retained by Viderful with respect to service contracts on which User was involved as Client or Creator 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 Viderful has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states 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.

11. RELEASE. In recognition of the fact that Viderful is not a party to any contract between Users, you hereby release Viderful 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 Creator Services provided to Client by a Creator and requests for refunds based upon disputes.

To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” This release will not apply to a claim that Viderful failed to meet our obligations under the Terms of Service.

12. INDEMNIFICATION. You will indemnify, defend, and hold harmless Viderful, 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) your or your agents’ use of the Services, including any payment obligations or default incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Creator as an independent contractor, any employment-related claims; (d) your or your agents’ failure to comply with the Terms of Service; (e) you or your agents’ failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include 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 attorneys’ fees) 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.

13. AGREEMENT TERM AND TERMINATION.

13.1 You and Viderful both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends. Unless both you and Viderful 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 in this Agreement. You may provide written notice to [email protected] In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.

You agree that Viderful is not a party to any Service Contract between Users. Consequently, you understand and acknowledge that termination of this Agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any Service 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 Viderful will 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 and your access to the Site has been terminated; (c) Viderful will continue to perform those Services necessary to complete any open 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 Service Contracts, whichever is later, to Viderful for any Services or such other amounts owed under the Terms of Service and to any Creators for any Creator Services.

Without limiting Viderful’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Viderful’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 Users’ Account status to all Users, including you and other Users who have entered into Service Contracts with you. You therefore agree that: if Viderful decides to temporarily or permanently close your account, Viderful has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Service Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Viderful will have no liability arising from or relating to any notice that it may or may not 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, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Viderful expressly disclaims liability. Viderful may retain some or all of your Account information as permitted or required by law and the Privacy Policy.

13.3 Survival. 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 related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Viderful from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.

14. DISPUTES BETWEEN YOU AND VIDERFUL.

Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.

14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE. If a dispute arises between you and Viderful, 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 and Viderful agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Viderful (including without limitation any claimed employment with Viderful or successors), the termination of your relationship with Viderful, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the “Arbitration Provision”). Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.

By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”)).

If any legal action or any arbitration or other proceeding is brought for the enforcement of this User Agreement or because of an alleged dispute, breach, default, or misrepresentation in connection with any provision of this User Agreement, the successful or prevailing party will be entitled to recover reasonable attorneys' fees and other costs incurred in that action or proceeding, in addition to any other relief to which it may be entitled.

14.2 CHOICE OF LAW. This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of law.

14.3 INFORMAL DISPUTE RESOLUTION. Before serving a demand for arbitration of a Claim, you and Viderful agree to first notify each other of the Claim. You agree to notify Viderful of the Claim by email to [email protected], and Viderful agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Viderful 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 Viderful, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Viderful will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.

14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES AND ITS TERRITORIES)

This Arbitration Provision applies to all Users located in or who reside in the United States and its territories. In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you and Viderful agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

14.4.1 SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION. This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Viderful ends. For the avoidance of doubt, 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. 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 JAMS will not administer the arbitration, 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.

Except as otherwise provided in this Agreement, arbitration will be conducted in King County, Washington in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Creators that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Creator is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Viderful will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between Viderful 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 14.4.4 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.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Viderful will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

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. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, 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, except as set forth in Section 14.4.3 below.

14.4.3 CLASS AND COLLECTIVE WAIVER. Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Viderful agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You and Viderful agree that you will not be retaliated against as a result of your filing or participating in a class or collective action in any forum. However, Viderful may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

14.4.4 RIGHT TO OPT OUT OF THE ARBITRATION PROVISION. You may opt out of the Arbitration Provision contained in this Section 14 by notifying Viderful in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Viderful at Attn: Viderful Disputes, 300 Lenora Street # 1013, Seattle, WA 98121 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 protected].

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 14.4.4, continuing your relationship with Viderful constitutes mutual acceptance of the terms of this Arbitration Provision by you and Viderful. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

14.4.5 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.

15. GENERAL.

15.1 ENTIRE AGREEMENT. This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement.

15.2 MODIFICATIONS; WAIVER. We may modify these terms and will provide you reasonable advance notice of substantial changes.

Subject to the conditions set forth herein, Viderful may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Viderful 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 and providing notice on the Site or by email. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Viderful unless they are agreed in a written instrument signed by a duly authorized representative of Viderful or posted on the Site by Viderful. Email will not constitute a written instrument as contemplated by this Section 15.2.

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.

15.3 ASSIGNABILITY These Terms of Service and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to Viderful Attn: Viderful Disputes, 300 Lenora Street # 1013, Seattle, WA 98121 or via email to [email protected] that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Viderful does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed.

No other assignments are valid without Viderful’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.

15.4 SEVERABILITY; INTERPRETATION. If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. 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 one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.

15.5 FORCE MAJEURE. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.

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 THE UNITED STATES. Viderful makes no representations that the Site or Services are appropriate or available for use outside of the United States. 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 laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). 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 U.S. origin products, including services or software.

In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (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 U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. 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 Services and your license to use the Services will be immediately revoked.

15.8 CONSENT TO USE ELECTRONIC RECORDS. Viderful may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Viderful rather than in paper form.

16. DEFINITIONS. Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Client” means any authorized User of the Site or Site Services to seek or obtain Creator Services, including from another User.

“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, or provided in connection with a 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: (a) is generally known by third parties as a result of no act or omission of Creator or Client; (b) was lawfully received by User without restriction 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.

“Creator” means any authorized User of the Site or Site Services that utilizes the Site to advertise, provide, or receive payment for the provision of Creator Services to Clients.

“Creator Fees” or “Fees” means: The fixed fee agreed between a Client and a Creator

“Creator Services” means all services performed for or delivered to Clients by Creators.

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, in each case, under the laws of any state, country, territory or other jurisdiction.

“Payment Method” means a valid credit card issued by a bank acceptable to Viderful, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Viderful may accept from time to time in our sole discretion.

“Project” means an engagement for Creator Services that a Creator provides to a Client under a Service Contract on the Site.

“Service Contract” means, as applicable, (a) the contractual provisions between a Client and a Creator governing the Creator Services to be performed by a Creator for Client for a Project.

“Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities.

“User Content” means any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to Viderful, including such content or information that is posted as a result of questions.

“Work Product” means any tangible or intangible results or deliverables that Creator agrees to create for, or actually delivers to, Client as a result of performing the Creator Services, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.

Last updated April 22, 2022.