RPApp Policies and Terms
RPApp LLC
Terms and Conditions of use
Learn about RPApp's terms and conditions
1. CONTRACTUAL RELATION
These terms of use ("Terms") constitute a legal agreement between persons who wish to engage Freelance Services ("Employers") and RPApp LLC, a limited liability company incorporated in Delaware, and its subsidiaries and affiliates (collectively, "RPApp" or "we"), y between providers of Freelance Services to Users ("Freelancers") and RPApp LLC. These terms govern the use of our service platform that facilitates communications between Employers and Freelancers, and is offered through our website at www.rpapp.io, as may be modified, relocated or redirected in due course. Our services, platform and website are collectively referred to as the "RPApp Website." The terms "you", "your" or "yours" refer to the Employer or Freelancer as appropriate.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START USING THE SERVICES. In these Terms, the terms "included" and "include" mean "included, by way of statement and not exhaustive.
Your access to and use of the RPApp Site constitutes your acceptance to be bound by these Terms, which establish a contractual relationship between you and RPApp. If you do not accept these Terms, you may not access or use the RPApp Site. These Terms expressly supersede any prior contracts or agreements with you. RPApp may immediately terminate these Terms with respect to you, or generally cease to offer or deny access to the RPApp Site or any portion thereof, at any time and for any reason.
RPApp may modify the Terms in connection with the RPApp Site from time to time. The modifications will be effective upon RPApp's posting of the updated Terms in this section, or the modified policies or supplemental terms of the corresponding service(s). Your continued access or use of the RPApp Site after this posting constitutes your consent to be bound by the Terms and their modifications:
2. THE SERVICES
a. THE APPLICATION IS JUST A SPACE.
The RPApp Site is a computer marketplace where Employers and Freelancers can identify themselves and buy and sell services online. These specific services requested by Employers, which must be performed by Freelancers, are referred to hereinafter, "Freelance Services." Pursuant to the terms of this Agreement, RPApp provides services to Employers and Freelancers, including hosting and maintaining the RPApp Site, and allows contracts to be entered into between users. When an Employer and a Freelancer enter into a User-to-User Agreement in accordance with subsection B below, the Employer and Freelancer use the RPApp Site to engage, communicate, invoice and pay each other online.
RPApp may contact users via email, instant messaging or phone calls. Our representatives are identified with the RPApp identity. We do not request any kind of payment, sharing of passwords or access data, if you are suspicious please contact support: [email protected]
Unless RPApp indicates otherwise in a separate written agreement with you, the RPApp Site is made available solely for your personal, non-commercial use. RPApp does not provide Freelance Services on its own. The provision of all Freelance Services depends on the Freelancers.
RPAPP, THROUGH THE RPAPP APP, PROVIDES INFORMATION AND A METHOD TO OBTAIN THESE FREELANCE SERVICES, BUT DOES NOT OFFER AND DOES NOT PURPORT TO OFFER SUCH FREELANCE SERVICES, AND HAS NO RESPONSIBILITY FOR THE FREELANCE SERVICES AND/OR THE WORK PRODUCT THAT FREELANCERS DELIVER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS, REGULATIONS OR CODES. RPAPP IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD-PARTY PROVIDER.
b. SERVICES BETWEEN USERS.
Upon an Employer's award of a project to a Freelancer on the RPApp Site, or an Employer's purchase of an item from the Freelancer, the Employer and the Freelancer will be deemed to have entered into an agreement (the "User Agreement"), pursuant to which the Employer agrees to purchase and the Freelancer agrees to deliver the Freelance Services. The Employer and the Freelancer may enter into an agreement between them apart from these Terms, where you agree not to enter into any provision contradicting these Terms.
You are solely responsible for ensuring compliance with your obligations to the Freelancers. If you fail to do so, you may be liable to the Freelancer concerned. You must ensure that you are aware of all national laws (including Anglo-Saxon law), international laws, rules, ordinances and regulations relating to you as a User or anyone else making use of the RPApp Site.
If a Freelancer breaches any obligation to you, or causes damage to you, your property or your rights, you are solely responsible for exercising any rights you may have. For the avoidance of doubt, we have no responsibility to exercise any rights under a User Agreement or for damage to your person, property or your rights caused by a Freelancer.
Depending on their jurisdiction, Employers and Freelancers may have rights by virtue of legal guarantees that cannot be legally excluded. Nothing in these Terms is intended to invalidate rights that cannot be excluded under applicable law.
Each User and Freelancer acknowledges and accepts that the relationship between the Employer and any Freelancer amounts to that of an independent contractor. Nothing in these Terms creates an association, joint venture, agency or employment relationship between Employers and Freelancers. Nothing in these Terms shall be construed as constituting a joint venture, association or employer-employee relationship between RPApp and any Employer or Freelancer.
c. USERS DELIVERABLES.
Employer grants to Freelancer a limited, non-exclusive, revocable right (at any time in Employer's sole discretion) to use the Employer Submissions as necessary to provide the Services. The Employer reserves all right and interest, including but not limited to all intellectual property rights, in and to the Employer Submissions. Upon the completion or termination of the Services Agreement, or upon Employer's prior written request, Freelancer shall immediately return all Employer Deliverables to Employer, and further agrees to delete all copies of the Employer Deliverables and the Work Product that are on Freelancer's premises, systems or other personnel, or otherwise under Freelancer's domain. The Employer has 15 calendar days to comment on project deliverables worth up to $100 USD. Should the Employer remain indifferent to this delivery by the Freelancer, it will be understood as tacitly accepted, releasing the equivalent funds to the Freelancer. The Freelancer agrees to offer a written certification to the Employer certifying the return or deletion of the Employer Deliverables within ten (10) days of the Employer's receipt of the written request for certification.
d. WORK PRODUCT.
All contracted work that may be subject to copyright performed by the Freelancer in connection with a fixed price or hourly rate contract for the Employer shall be the property of the Freelancer until the Employer has made payment and the Freelancer has accepted it. If the Employer pays less than the amount agreed upon in the Service Agreement, the Freelancer may refund the amount paid within two (2) weeks after the date of payment, and retain its ownership in the Work Product.
In the event that the intellectual property rights cannot be assigned by virtue of applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants to Employer an exclusive (which also excludes Freelancer), perpetual, irrevocable, unlimited, worldwide, fully paid-up and unconditional license to use and commercialize the Work Product in any manner currently known or discovered in the future. In the event that the license grant is not fully valid, effective or enforceable by virtue of applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants to Employer such rights as Employer may reasonably request in order to acquire, for as long as possible, all rights equivalent to full legal ownership. In order to ensure that the Employer may acquire, formalize and use these intellectual property rights, Freelancer: (i) will transfer domain, ownership and title over scripts, media, templates and other tangible objects containing the Work Product to Employer; (ii) will sign any document, with Employer's prior request, to assist Employer with the documentation, formalization and enforcement of its rights; and (iii) will provide Employer with reasonable assistance and access to information to register, formalize, secure, defend and exercise these intellectual property rights. Freelancer also irrevocably authorizes Employer to act and sign on behalf of Freelancer and to take any action necessary in order to formalize Employer's rights under this Agreement. In the event that, by virtue of applicable law, Freelancer retains any right of paternity, integrity, disclosure and removal of the Work, and any other right that could be known or referred to as a "moral right" (collectively, "Moral Rights") or inalienable rights in the Work Product or Confidential Information by virtue of this Agreement, the Freelancer irrevocably agrees to waive and hereby waives all such rights or, in the event that the Freelancer cannot waive such rights, it agrees that it will not exercise such rights until the Freelancer has provided prior written notice to the Employer and thereafter solely in accordance with any reasonable instruction the Employer issues in order to protect its rights.
Freelancer shall ensure that no Work Product created or submitted by it includes pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is Freelancer's or a third party's, including but not limited to code written by proprietary software companies or developers in the open source community (collectively, "Pre-existing IP"), without obtaining the Employer's prior written consent to include such Pre-existing IP in the Work Product. Freelancer acknowledges that, without prejudice to any other remedy it may have, Freelancer shall not be entitled to payment, and shall refund all payments made to Freelancer, for Services performed under an Agreement if the Work Product contains Pre-existing IP that has not been approved in accordance with this Section.
e. USER VETO.
Freelancers may be subject to a vetting process before they can register during their use of the RPApp Site. RPApp may perform background checks on Freelancers, RPApp cannot confirm that each Freelancer is who they claim to be and therefore cannot and does not assume any responsibility for the accuracy or veracity of identity, background check information or information provided through the RPApp Site.
BY USING THE RPAPP APPLICATION, YOU AGREE TO RELEASE RPAPP FROM ALL LIABILITY OR DAMAGE THAT MAY ARISE FROM THE PROFESSIONAL SERVICES. RPAPP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING THIRD-PARTY PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIMS, INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE FREELANCE SERVICES.
f. LICENSE.
Subject to your compliance with these Terms, RPApp grants you a limited, non-exclusive, non-sublicensable, revocable and non-transferable license to: (i) access and use the RPApp Site on your personal device solely in connection with your use of the RPApp Site; and (ii) access and use any content, information and related materials that may be available through the RPApp Site, in each case solely for your personal, non-commercial use. RPApp and RPApp's licensors reserve all rights not expressly granted in this agreement.
g. RESTRICTIONS.
You may not: (i) delete copyright or trademark notices or other intellectual property notice from any part of the RPApp Site; (ii) reproduce, modify, create derivative works, distribute, license, rent, sell, resell, transfer, publicly display, publicly present, transmit, publish, broadcast or otherwise exploit the RPApp Site, except as expressly permitted by RPApp; (iii) decompile, reverse engineer or disassemble the RPApp Site, except as permitted by applicable law; (iv) link, duplicate or use frames on any part of the RPApp Site; (v) introduce or implement programs or command sequences in order to extract information, index, scan or otherwise perform data mining on any part of the RPApp Site, or unduly hinder or prevent the operation and/or functionality of any aspect of the RPApp Site; nor (vi) attempt to gain unauthorized access to or affect any aspect of the RPApp Site or its related systems or networks.
h. SERVICES AND CONTENT FROM THIRD PARTIES.
It is possible that you may access the RPApp Site or the Site in connection with third party services and content (advertising included) that RPApp does not control. You acknowledge that other terms of use and privacy policies may apply to your use of third party services or content. RPApp makes no warranties as to the services or content of third parties and in no event shall RPApp be liable for the products or services of such Freelancers.
i. PROPERTY.
The RPApp Site and all rights therein are and shall remain the property of RPApp or RPApp's licensors. Neither these Terms nor your use of the RPApp Site shall transfer or grant you any rights: (i) in or relating to the RPApp Site, except for the limited license granted above; or (ii) to use or refer in any way to the company names, logos, product and service names, trademarks or service marks of RPApp or RPApp's licensors.
3. THE USE OF THE SERVICES
a. ACCOUNTS.
In order to use most aspects of the RPApp Site, you must register for and maintain a personal, active user services account ("Account"). You must be at least 18 years of age, or have reached the legal age of majority in your jurisdiction (if that age is not 18), to obtain an Account. Account registration requires you to submit certain personal information to RPApp, such as your name, nationality, cell phone number and age, identification document as well as at least one valid withdrawal or payment method (a credit card or an accepted payment provider). You agree to maintain accurate, complete and updated information in your Account. Failure to maintain accurate, complete and up-to-date Account information, which includes having an invalid or expired means of payment on record, may result in your disqualification from accessing and using the RPApp Site or termination of this Agreement with you by RPApp. You are responsible for all activity that takes place on your Account, and you agree to maintain the security and confidentiality of your Account username and password at all times. Unless RPApp allows otherwise in writing, you may only have one Account. Freelancer profiles must accurately reflect the Freelancer's experience, skills and personal information.
b. REQUIREMENTS AND USER CONDUCT.
The Service is not available for use by persons under the age of 18. You may not authorize others to use your Account, and you may not allow anyone under the age of 18 to receive or offer Freelance Services unless they are in your company. You may not assign or otherwise transfer your Account to any person or entity. You agree to comply with all applicable laws when using the RPApp Site (including, without limitation, all applicable employment laws), and you may only use the RPApp Site for lawful purposes (e.g., you may not use it to transport hazardous or illegal materials). During your use of the RPApp Site, you will not cause any trouble, annoyance, inconvenience or damage to property, whether with respect to Freelancers or any other party. In some cases, you may be required to provide proof of your identity to access or use the RPApp Site by completing the "Trust Verification" trail, and you accept that your access to the RPApp Site will be denied if you refuse to provide proof of your identity.
c. ACCEPTABLE USE.
During the term of this Agreement, you may use the RPApp Site solely for your personal use (or for the use of a person, including a company or other organization, that you validly represent). You may use the RPApp Site to engage in Freelance Services only with respect to the location where you are legally authorized to receive or offer Freelance Services. You may not use the RPApp Site for any other purpose or in connection with any other commercial activity without our express prior written consent. You may not use the RPApp Site in violation of any laws, rules, orders or regulations. You accept that a request for Freelance Services constitutes an offer, which is deemed accepted only when you receive a confirmation of the request. You agree that you will treat Freelancers courteously and lawfully, and that you will reasonably cooperate with Freelancers to enable them to offer the Freelance Services. Freelancers agree that they will offer the Freelance Services once they have accepted a request in a professional and quality-assured manner, and will provide such services in a courteous and lawful manner, and to the best of their ability, and will accept requests only if the Freelancer is qualified and capable of performing such Freelance Services.
The RPApp Site may contain profiles, electronic email systems, blogs, message boards, solicitations, job postings, chat areas, news groups, forums, communities and/or other message or communication spaces ("Community Areas") that allow you to communicate with other users. You may use these Community Areas solely to send and receive messages and materials that are relevant and appropriate in light of each particular forum. You shall NOT use the RPApp Site (including, without limitation, any Community Area) to do the following:
You understand that all postings you make on the Community Areas will be public and that you will be publicly identified by your name or login ID when communicating on the Community Areas, and that RPApp will not be responsible for the actions of users with respect to information or other materials posted on the Community Areas.
e. CONTENT PROVIDED BY THE EMPLOYER OR FREELANCER.
RPApp may, in its sole discretion, allow you (whether Employer or Freelancer) to timely submit, upload, publish or otherwise make available to RPApp through the RPApp Site written, audio and/or visual information and content, which includes comments and opinions related to the RPApp Site, initiation of requests for assistance and posting of entries to contests and promotions ("Content"). All Content provided by you remains your property. However, by providing Content to RPApp, you grant RPApp a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, reproduce, modify, distribute, publicly display and publicly present such Content in any format or distribution channel now known or developed in the future in order to provide services through the RPApp Site or otherwise in connection with RPApp's business; on the condition that RPApp attempts to notify you if it will use your Content for any purpose other than posting it on the RPApp Site.
You represent and warrant to RPApp that you are the sole and exclusive owner of all Content or that you have all rights, licenses, consents and authorizations necessary to grant RPApp the license to the Content as set forth above, and that your Content: (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe copyrights, patents, trademarks, trade secrets or other intellectual property rights or rights of publicity or privacy of others; (d) will not violate any law, rule, order or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising); (e) will not be defamatory, libelous, threatening in any unlawful manner, or harassing in any unlawful manner (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, trojans, worms, logic bombs, cancellation robots or other computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not give rise to any liability on the part of RPApp or cause RPApp to lose (in whole or in part) the services of its internet service providers or other partners or providers. RPApp may review, control or delete Content in its sole discretion but shall have no obligation to do so at any time and for any reason without notice to you.
f. DEVICES AND NETWORK ACCESS.
You are responsible for obtaining the data network access necessary to use the RPApp Site. Charges and data and messaging charges from your mobile network may apply if you access or use the RPApp Site from a device with wireless capability. You are responsible for purchasing and updating the devices or compatible hardware necessary to access and use the Applications and the RPApp Site and any updates made to them. RPApp does not warrant that the RPApp Site or any of its parts will work on any particular device or hardware. Even then, the RPApp Site may experience malfunctions or delays inherent in the use of the Internet and electronic communications.
4. PAYMENT
Employers understand that use of the RPApp Site may give rise to charges for services or products they receive from a Freelancer ("Charges"). After an Employer has received services or products obtained through use of the Service, RPApp will collect any payment you have made for the related Charges on behalf of the Freelancer in a limited collection agent capacity from such Freelancer. Payment made in this manner shall be considered in the same manner as payment made directly by the Employer to the Freelancer. Charges shall include applicable taxes as required by law. Charges paid by User are final and non-refundable, unless RPApp, in its discretion, determines otherwise (see also the last paragraph of this Section 4). The Employer and the Freelancer each retain the right to request a modification to the Charges for the services or products received by the Employer from the Freelancer, and such modified Charges for a particular service or product will become new Charges if such modification is accepted by the Employer and the Freelancer.
All Charges must be paid immediately, and payment will be collected by RPApp via the preferred payment method indicated on the Employer's Account, for which RPApp will email the Employer a receipt. If it is determined that the primary payment method in the Employer Account has expired, is invalid, or for some other reason cannot be used for collection, the Employer agrees that RPApp may, in its capacity as Freelancer's limited collection agent, use a secondary payment method in the Employer Account, if available. Freelancer agrees that RPApp will act as its collection agent by virtue of this Section 4. Pursuant to RPApp's rights under these Terms (including the following paragraph), RPApp will generally require payment from an Employer prior to the provision of the corresponding Freelance Service and will remit payment to Freelancer after the Employer has confirmed that the Freelance Service has been performed; it being understood that, notwithstanding anything to the contrary contained in these Terms, RPApp will in no event be liable for non-payment or late payment by Employers.
Pursuant to Sections 6 and 7 of these Terms (on limitation of liability, indemnification of RPApp, and RPApp's right to choose whether or not to become involved in disputes between Employers and Freelancers), in its relationship with RPApp, RPApp reserves the right to (i) establish, eliminate and/or revise Charges for any service or product obtained through the use of the RPApp Site at any time and in its sole discretion and (ii) determine the manner in which it will dispose of any payment received by RPApp from an Employer in the event of a dispute between the Employer and Freelancer, including the ability to remit such payment to the Freelancer, return a payment to the Employer or hold such payment in escrow pending resolution of the dispute by judicial or other proceeding. Accordingly, you acknowledge and agree that the Charges applicable in certain geographic areas may increase significantly during times of high demand. RPApp will take reasonable steps to inform you of the Charges that may apply. RPApp may, in its discretion, offer certain Users promotional offers and discounts which may result in different charges for the same or similar services or products obtained through the use of the RPApp Site and you agree that these promotional offers and discounts, unless also made available to you or applicable to you, will not affect your use of the RPApp Site or the Charges applicable to you.
5. INTELLECTUAL PROPERTY; COPYRIGHT; CONFIDENTIALITY
a. INTELLECTUAL PROPERTY RIGHTS.
All text, graphics, editorial content, data, format, graphics, designs, HTML structure, look and feel, photographs, music, sounds, images, software, videos, fonts and other content (collectively, "Exclusive Material") that you see or read through the RPApp Site is the property of RPApp, except for Content that RPApp has the right to use as described above. The Exclusive Material is protected in all forms, media and technologies now known or developed in the future. RPApp owns all Exclusive Material, as well as the coordination, selection, arrangement and enhancement of such Exclusive Material as a Collected Work by virtue of the United States Copyright Act, as amended. The Exclusive Material is protected by domestic and international copyright, patent and other intellectual property rights and laws. You may not copy, download, use, redesign, reconfigure or retransmit any element of the RPApp Site without the express prior written consent of RPApp and, if applicable, the owner of rights in the Content. Any use of this Exclusive Material, except as permitted hereunder, is expressly prohibited without the prior permission of RPApp and, if applicable, the owner of the rights in the Content.
RPApp's service marks and trademarks, including but not limited to "RPApp" and RPApp's logos are service marks owned by RPApp. Any other trademarks, service marks, logos and/or trade names appearing on the RPApp Site are the property of their respective owners. You may not copy or use any of these trademarks, logos, or trade names appearing on the RPApp Site without the prior express written consent of the owner.
b. COPYRIGHT CLAIMS AND COPYRIGHT AGENTS.
RPApp respects intellectual property, and expects users to do the same. If you believe in good faith that any material provided on or in connection with the RPApp Site infringes your copyright or other intellectual property rights, please send the following information to: RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States.
(i) Identification of the intellectual property right that you claim has been infringed. All relevant registration numbers should be included, or a statement about the ownership of the work.
(ii) A statement that specifically identifies the location of the material that you claim is infringing your rights, with sufficient detail so that RPApp can find it on the RPApp Site. Please note that it is not sufficient to simply provide a top-level URL.
(iii) Your name, address, telephone number, and email address.
(iv) A statement by you that you have a good faith belief that use of the material that is claimed to infringe your rights is authorized by the copyright owner, its agents, or the law.
(v) A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.
(vi) A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the copyright owner.
c. CONFIDENTIAL INFORMATION.
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of RPApp and agree that you will not disclose, transfer, use (or attempt to induce others to disclose, transfer or use) Confidential Information for purposes other than disclosure to your employees and authorized agents who are bound to maintain the confidentiality of the Confidential Information. You shall notify RPApp in writing immediately of any circumstance that might constitute an unauthorized disclosure, transfer or use of the Confidential Information. You shall do everything possible to protect the Confidential Information. You shall do everything possible to protect the Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and any copies of materials containing Confidential Information to RPApp upon termination of this Agreement for any reason. The term "Confidential Information" shall refer to all trade secrets and confidential and proprietary information of RPApp and all other information and data of RPApp that is not generally known to the public or to any third party who might derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, studies, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, financial or other business information disclosed directly or indirectly in writing, orally or through drawings or notes.
6. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
a. EXEMPTION FROM LIABILITY.
The products and services purchased or offered (whether through recommendations and suggestions or otherwise) through the RPApp Site (including, without limitation, Freelance Services) ("RPApp Services") are offered on an "AS IS" basis and without warranty of any kind on the part of RPApp or any other person (unless, with respect to such other person only, it has been expressly and unequivocally offered in writing by a designated third party for a specific product).
RPAPP SERVICES ARE OFFERED ON AN "AS IS" AND "SUBJECT TO AVAILABILITY" BASIS. YOUR USE OF RPAPP SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RPAPP SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR LAWFULNESS. WITHOUT LIMITING THE FOREGOING, RPAPP AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT A PARTICULAR TIME OR LOCATION, WITHOUT INTERRUPTION OR IN A SECURE MANNER; THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RPAPP DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR SKILL OF THE FREELANCERS. YOU AGREE THAT THE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND THE SERVICES OR PRODUCTS REQUESTED IN CONNECTION THEREWITH IS BORNE SOLELY BY YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. YOU ACCEPT THAT RPAPP SHALL NOT BE LIABLE FOR YOUR ACTIONS OR OMISSIONS OR THE ACTIONS OR OMISSIONS OF ANY EMPLOYER OR FREELANCER.
b. LIMITATION OF LIABILITY.
RPAPP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF FUNDS, LOSS OF DATA, PERSONAL INJURY OR PROPERTY DAMAGE, RELATED TO OR ARISING OUT OF THE USE OF THE SERVICES, INCLUDING WHERE RPAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RPAPP SHALL NOT BE LIABLE FOR DAMAGES, INJURY OR LOSS ARISING OUT OF: (i) YOUR PROVISION, USE, OR DEPENDENCE ON RPAPP'S SERVICES, OR YOUR INABILITY TO ACCESS OR USE RPAPP'S SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN EMPLOYER AND ANY FREELANCER, EVEN IF RPAPP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. RPAPP SHALL NOT BE LIABLE FOR DELAY OR DEFAULT RESULTING FROM CAUSES BEYOND RPAPP'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT IT IS POSSIBLE THAT FREELANCERS OFFERING FREELANCE SERVICES MAY NOT HAVE PROFESSIONAL LICENSES OR AUTHORIZATIONS. IN NO EVENT SHALL RPAPP'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WITH RESPECT TO THE SERVICES EXCEED THE TOTAL CHARGES PAID OR RECEIVED BY YOU THROUGH RPAPP DURING THE PREVIOUS SIX (6) MONTHS AT THE TIME THE CLAIM WAS FILED.
RPAPP'S SERVICES MAY BE USED BY THE EMPLOYER TO SOLICIT AND SCHEDULE PRODUCTS OR SERVICES WITH FREELANCERS, BUT YOU AGREE THAT RPAPP HAS NO LIABILITY TO YOU WITH RESPECT TO PRODUCTS OR SERVICES PROVIDED TO THE EMPLOYER BY FREELANCERS OR WITH RESPECT TO THE EMPLOYER'S USE OF THE FREELANCE SERVICES (INCLUDING FAILURE TO PAY) OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMERS SET OUT IN THIS SECTION 6 ARE NOT INTENDED TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER, WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
c. INDEMNIFICATION.
You agree to release from all liability and hold harmless RPApp and its officers, directors, employees and agents from any claim, demand, loss, liability and expense (including, without limitation, attorneys' fees) arising out of or relating to: (i) your use of the RPApp Site or the services or products obtained or provided or sold through your use of the RPApp Site, including any content transmitted or received by you, or the access or use of the RPApp Site by a third party with your username and password; (ii) your failure to comply with or violation of any of these Terms or any applicable laws, rules or regulations (including, without limitation, tax or professional laws); (iii) RPApp's use of your Content; or (iv) your violation of the rights of any third party, including Freelancers and Employers.
7. DISPUTES BETWEEN FREELANCERS AND EMPLOYERS
Your interactions with organizations and/or individuals found on or through the RPApp Site, including the payment and delivery of products and services, and any other terms, conditions, warranties or representations associated with these communications are solely between you and such organizations and/or individuals. You shall make such inquiries as you deem necessary or pertinent to any online or offline transaction with any such third party. You agree that RPApp shall not be liable for loss or damage of any kind arising as a result of such communications.
If there is any dispute between Employers and/or Freelancers, or between Employers and/or Freelancers and any third party, you agree that RPApp, in its sole discretion, may determine the amount of the Charges and to whom to send them in accordance with Section 4, it being understood that RPApp shall in no event be under any obligation to become involved in such disputes. With respect to disputes with other Employers or Freelancers, you hereby agree to hold RPApp harmless from actual and consequential claims, demands, and damages, of every kind and nature, known and unknown, relating to such dispute or our determinations thereon.
8. DISPUTES WITH RPAPP
a. WAIVER OF JUDGMENT.
You agree that any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms or your use of the RPApp Site (collectively, "Disputes") will be resolved through binding arbitration between you and RPApp, except that each party reserves the right to commence an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or potential infringement, misappropriation or violation of the copyrights, trademarks, patents or other intellectual property rights of either party. You acknowledge and agree that you and RPApp are waiving the right to jury trial or to participate as plaintiff or party in any intended class action or representative action. Accordingly, unless you and RPApp agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person and also may not settle class claims or representative actions of any kind. If this particular paragraph is held invalid, then this entire "Dispute Resolution" section will be deemed void. Except as indicated in the preceding sentence, this "Dispute Resolution" section will continue in effect after these Terms have been terminated.
b. INFORMAL NEGOTIATION.
To expedite the resolution and reduce the cost of any dispute, controversy or claim relating to this Agreement or otherwise arising out of the relationship between you and RPApp, you agree as a first attempt to negotiate any dispute on an informal basis for at least thirty (30) days prior to initiating any arbitration or court proceeding. These informal negotiations will commence upon written notice. Your address for the purposes of these notices will be the address listed in your RPApp account. RPApp's address for the purposes of these notices is RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States.
c. ARBITRATION.
In the unlikely event that RPApp is unable to resolve a Dispute it has with you after attempting to do so informally, you agree to resolve any Dispute arising out of or in connection with this Agreement or your breach or alleged breach by binding arbitration before the American Arbitration Association ("AAA") in Miami, Florida, pursuant to the then current commercial rules of the AAA, except as provided herein (the "AAA Rules"). The party wishing to initiate arbitration shall submit to the counterparty a written Demand for Arbitration as specified in the AAA Rules (The AAA provides a form called "Demand for Arbitration" at www.adr.org. The arbitrator will be a retired judge or an attorney licensed to practice in the State of Florida and will be selected by the parties from the AAA's list of arbitrators for consumer disputes. If the parties cannot agree on the selection of the arbitrator within seven (7) days of the sending of the Request for Arbitration, then the AAA will appoint an arbitrator in accordance with the AAA Rules. The arbitrator's award will include the principal determinations and conclusions upon which the arbitrator based his or her award. The award based on the arbitration award will be issued exclusively in the state and federal courts of Miami Dade County, Florida. The damages included in the arbitration award shall be consistent with the terms of the "Limitation of Liability" section above regarding the type and amount of damages for which a party may be found liable. The arbitrator's award shall include the costs of arbitration, reasonable attorneys' fees, and reasonable costs of experts and other witnesses, and any award based on the arbitrator's award may be entered in any court of competent jurisdiction. The United States Federal Arbitration Act shall govern the interpretation and application of this Section.
9. OTHER PROVISIONS
a. APPLICABLE LEGISLATION.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, EE. UU., excluding its conflicts of law principles.
b. NOTIFICATIONS.
RPApp may send notices by means of a general notice on the RPApp Site, by email to the email address on your Account or by written communication sent by certified mail or postage prepaid to the address on your Account. Such notices shall be deemed given upon the expiration of 48 hours after mailing (in the case of sending by certified mail or postage prepaid) or 12 hours after sending (in the case of sending by email). You may send notices to RPApp at any time by email or postal mail to RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States, and such notices shall be deemed given when received by RPApp.
c. PREDOMINANT LANGUAGE.
The English language version of this Agreement shall prevail in all respects and in case of conflict with translated versions, if any.
d. GENERAL.
You may not assign these Terms without RPApp's prior written approval. RPApp may assign these Terms without your consent to: (i) subsidiaries or affiliates; (ii) acquirers of RPApp's capital, business or assets; o (iii) successors by merger. Any attempted assignment that does not comply with this section will be void. No joint venture, association, employment, or agency relationship exists between you and RPApp as a consequence of this Agreement or your use of the RPApp Site. If any provision of these Terms is held invalid or unenforceable, that provision shall be severed and the remainder of the provisions shall retain their validity to the fullest extent permitted by law. The failure of RPApp to exercise any right or provision in these Terms shall not constitute a waiver of such right or provision, unless RPApp acknowledges and accepts it in writing.
BY CLICKING "I ACCEPT," YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND TAKEN THE STEPS TO SERIOUSLY CONSIDER THE CONSEQUENCES OF THIS AGREEMENT, THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, AND THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT WITH RPAPP.
These terms of use ("Terms") constitute a legal agreement between persons who wish to engage Freelance Services ("Employers") and RPApp LLC, a limited liability company incorporated in Delaware, and its subsidiaries and affiliates (collectively, "RPApp" or "we"), y between providers of Freelance Services to Users ("Freelancers") and RPApp LLC. These terms govern the use of our service platform that facilitates communications between Employers and Freelancers, and is offered through our website at www.rpapp.io, as may be modified, relocated or redirected in due course. Our services, platform and website are collectively referred to as the "RPApp Website." The terms "you", "your" or "yours" refer to the Employer or Freelancer as appropriate.
PLEASE READ THESE TERMS CAREFULLY BEFORE YOU START USING THE SERVICES. In these Terms, the terms "included" and "include" mean "included, by way of statement and not exhaustive.
Your access to and use of the RPApp Site constitutes your acceptance to be bound by these Terms, which establish a contractual relationship between you and RPApp. If you do not accept these Terms, you may not access or use the RPApp Site. These Terms expressly supersede any prior contracts or agreements with you. RPApp may immediately terminate these Terms with respect to you, or generally cease to offer or deny access to the RPApp Site or any portion thereof, at any time and for any reason.
RPApp may modify the Terms in connection with the RPApp Site from time to time. The modifications will be effective upon RPApp's posting of the updated Terms in this section, or the modified policies or supplemental terms of the corresponding service(s). Your continued access or use of the RPApp Site after this posting constitutes your consent to be bound by the Terms and their modifications:
- Your approval that the RPApp Site is offered "as is" and without any warranty (Section 6.A).
- Your approval that the RPApp Site is solely a communications platform offering a method for contracting specialized RPA Freelance Services, that all Freelance Services are performed by third parties, and that RPApp has no liability whatsoever for the Freelance Services or the acts or omissions of third parties (Section 2.A).
- Your approval to release RPApp from all liability arising from claims related to the RPApp Site or otherwise (Section 6.B).
- You agree to hold RPApp harmless from claims arising out of your use, misuse or inability to use the RPAppp Site or the Freelance Services, your failure to comply with this Agreement, applicable laws or third party rights, and the content or information submitted from your account to the RPApp Site (Section 6.C).
- Your consent that either party has the right to resort to binding arbitration (Section 7.B).
- You agree that no claim may be tried as a class action (Section 7.A).
- You consent to the capture, use, disclosure and transfer of your data as indicated in the Privacy Policy, as amended from time to time.
2. THE SERVICES
a. THE APPLICATION IS JUST A SPACE.
The RPApp Site is a computer marketplace where Employers and Freelancers can identify themselves and buy and sell services online. These specific services requested by Employers, which must be performed by Freelancers, are referred to hereinafter, "Freelance Services." Pursuant to the terms of this Agreement, RPApp provides services to Employers and Freelancers, including hosting and maintaining the RPApp Site, and allows contracts to be entered into between users. When an Employer and a Freelancer enter into a User-to-User Agreement in accordance with subsection B below, the Employer and Freelancer use the RPApp Site to engage, communicate, invoice and pay each other online.
RPApp may contact users via email, instant messaging or phone calls. Our representatives are identified with the RPApp identity. We do not request any kind of payment, sharing of passwords or access data, if you are suspicious please contact support: [email protected]
Unless RPApp indicates otherwise in a separate written agreement with you, the RPApp Site is made available solely for your personal, non-commercial use. RPApp does not provide Freelance Services on its own. The provision of all Freelance Services depends on the Freelancers.
RPAPP, THROUGH THE RPAPP APP, PROVIDES INFORMATION AND A METHOD TO OBTAIN THESE FREELANCE SERVICES, BUT DOES NOT OFFER AND DOES NOT PURPORT TO OFFER SUCH FREELANCE SERVICES, AND HAS NO RESPONSIBILITY FOR THE FREELANCE SERVICES AND/OR THE WORK PRODUCT THAT FREELANCERS DELIVER, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS, REGULATIONS OR CODES. RPAPP IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY THIRD-PARTY PROVIDER.
b. SERVICES BETWEEN USERS.
Upon an Employer's award of a project to a Freelancer on the RPApp Site, or an Employer's purchase of an item from the Freelancer, the Employer and the Freelancer will be deemed to have entered into an agreement (the "User Agreement"), pursuant to which the Employer agrees to purchase and the Freelancer agrees to deliver the Freelance Services. The Employer and the Freelancer may enter into an agreement between them apart from these Terms, where you agree not to enter into any provision contradicting these Terms.
You are solely responsible for ensuring compliance with your obligations to the Freelancers. If you fail to do so, you may be liable to the Freelancer concerned. You must ensure that you are aware of all national laws (including Anglo-Saxon law), international laws, rules, ordinances and regulations relating to you as a User or anyone else making use of the RPApp Site.
If a Freelancer breaches any obligation to you, or causes damage to you, your property or your rights, you are solely responsible for exercising any rights you may have. For the avoidance of doubt, we have no responsibility to exercise any rights under a User Agreement or for damage to your person, property or your rights caused by a Freelancer.
Depending on their jurisdiction, Employers and Freelancers may have rights by virtue of legal guarantees that cannot be legally excluded. Nothing in these Terms is intended to invalidate rights that cannot be excluded under applicable law.
Each User and Freelancer acknowledges and accepts that the relationship between the Employer and any Freelancer amounts to that of an independent contractor. Nothing in these Terms creates an association, joint venture, agency or employment relationship between Employers and Freelancers. Nothing in these Terms shall be construed as constituting a joint venture, association or employer-employee relationship between RPApp and any Employer or Freelancer.
c. USERS DELIVERABLES.
Employer grants to Freelancer a limited, non-exclusive, revocable right (at any time in Employer's sole discretion) to use the Employer Submissions as necessary to provide the Services. The Employer reserves all right and interest, including but not limited to all intellectual property rights, in and to the Employer Submissions. Upon the completion or termination of the Services Agreement, or upon Employer's prior written request, Freelancer shall immediately return all Employer Deliverables to Employer, and further agrees to delete all copies of the Employer Deliverables and the Work Product that are on Freelancer's premises, systems or other personnel, or otherwise under Freelancer's domain. The Employer has 15 calendar days to comment on project deliverables worth up to $100 USD. Should the Employer remain indifferent to this delivery by the Freelancer, it will be understood as tacitly accepted, releasing the equivalent funds to the Freelancer. The Freelancer agrees to offer a written certification to the Employer certifying the return or deletion of the Employer Deliverables within ten (10) days of the Employer's receipt of the written request for certification.
d. WORK PRODUCT.
All contracted work that may be subject to copyright performed by the Freelancer in connection with a fixed price or hourly rate contract for the Employer shall be the property of the Freelancer until the Employer has made payment and the Freelancer has accepted it. If the Employer pays less than the amount agreed upon in the Service Agreement, the Freelancer may refund the amount paid within two (2) weeks after the date of payment, and retain its ownership in the Work Product.
In the event that the intellectual property rights cannot be assigned by virtue of applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants to Employer an exclusive (which also excludes Freelancer), perpetual, irrevocable, unlimited, worldwide, fully paid-up and unconditional license to use and commercialize the Work Product in any manner currently known or discovered in the future. In the event that the license grant is not fully valid, effective or enforceable by virtue of applicable law, Freelancer hereby irrevocably agrees to grant and hereby grants to Employer such rights as Employer may reasonably request in order to acquire, for as long as possible, all rights equivalent to full legal ownership. In order to ensure that the Employer may acquire, formalize and use these intellectual property rights, Freelancer: (i) will transfer domain, ownership and title over scripts, media, templates and other tangible objects containing the Work Product to Employer; (ii) will sign any document, with Employer's prior request, to assist Employer with the documentation, formalization and enforcement of its rights; and (iii) will provide Employer with reasonable assistance and access to information to register, formalize, secure, defend and exercise these intellectual property rights. Freelancer also irrevocably authorizes Employer to act and sign on behalf of Freelancer and to take any action necessary in order to formalize Employer's rights under this Agreement. In the event that, by virtue of applicable law, Freelancer retains any right of paternity, integrity, disclosure and removal of the Work, and any other right that could be known or referred to as a "moral right" (collectively, "Moral Rights") or inalienable rights in the Work Product or Confidential Information by virtue of this Agreement, the Freelancer irrevocably agrees to waive and hereby waives all such rights or, in the event that the Freelancer cannot waive such rights, it agrees that it will not exercise such rights until the Freelancer has provided prior written notice to the Employer and thereafter solely in accordance with any reasonable instruction the Employer issues in order to protect its rights.
Freelancer shall ensure that no Work Product created or submitted by it includes pre-existing software, technology or other intellectual property, whether such pre-existing intellectual property is Freelancer's or a third party's, including but not limited to code written by proprietary software companies or developers in the open source community (collectively, "Pre-existing IP"), without obtaining the Employer's prior written consent to include such Pre-existing IP in the Work Product. Freelancer acknowledges that, without prejudice to any other remedy it may have, Freelancer shall not be entitled to payment, and shall refund all payments made to Freelancer, for Services performed under an Agreement if the Work Product contains Pre-existing IP that has not been approved in accordance with this Section.
e. USER VETO.
Freelancers may be subject to a vetting process before they can register during their use of the RPApp Site. RPApp may perform background checks on Freelancers, RPApp cannot confirm that each Freelancer is who they claim to be and therefore cannot and does not assume any responsibility for the accuracy or veracity of identity, background check information or information provided through the RPApp Site.
BY USING THE RPAPP APPLICATION, YOU AGREE TO RELEASE RPAPP FROM ALL LIABILITY OR DAMAGE THAT MAY ARISE FROM THE PROFESSIONAL SERVICES. RPAPP IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER, INCLUDING THIRD-PARTY PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIMS, INJURIES OR DAMAGES ARISING IN CONNECTION WITH THE FREELANCE SERVICES.
f. LICENSE.
Subject to your compliance with these Terms, RPApp grants you a limited, non-exclusive, non-sublicensable, revocable and non-transferable license to: (i) access and use the RPApp Site on your personal device solely in connection with your use of the RPApp Site; and (ii) access and use any content, information and related materials that may be available through the RPApp Site, in each case solely for your personal, non-commercial use. RPApp and RPApp's licensors reserve all rights not expressly granted in this agreement.
g. RESTRICTIONS.
You may not: (i) delete copyright or trademark notices or other intellectual property notice from any part of the RPApp Site; (ii) reproduce, modify, create derivative works, distribute, license, rent, sell, resell, transfer, publicly display, publicly present, transmit, publish, broadcast or otherwise exploit the RPApp Site, except as expressly permitted by RPApp; (iii) decompile, reverse engineer or disassemble the RPApp Site, except as permitted by applicable law; (iv) link, duplicate or use frames on any part of the RPApp Site; (v) introduce or implement programs or command sequences in order to extract information, index, scan or otherwise perform data mining on any part of the RPApp Site, or unduly hinder or prevent the operation and/or functionality of any aspect of the RPApp Site; nor (vi) attempt to gain unauthorized access to or affect any aspect of the RPApp Site or its related systems or networks.
h. SERVICES AND CONTENT FROM THIRD PARTIES.
It is possible that you may access the RPApp Site or the Site in connection with third party services and content (advertising included) that RPApp does not control. You acknowledge that other terms of use and privacy policies may apply to your use of third party services or content. RPApp makes no warranties as to the services or content of third parties and in no event shall RPApp be liable for the products or services of such Freelancers.
i. PROPERTY.
The RPApp Site and all rights therein are and shall remain the property of RPApp or RPApp's licensors. Neither these Terms nor your use of the RPApp Site shall transfer or grant you any rights: (i) in or relating to the RPApp Site, except for the limited license granted above; or (ii) to use or refer in any way to the company names, logos, product and service names, trademarks or service marks of RPApp or RPApp's licensors.
3. THE USE OF THE SERVICES
a. ACCOUNTS.
In order to use most aspects of the RPApp Site, you must register for and maintain a personal, active user services account ("Account"). You must be at least 18 years of age, or have reached the legal age of majority in your jurisdiction (if that age is not 18), to obtain an Account. Account registration requires you to submit certain personal information to RPApp, such as your name, nationality, cell phone number and age, identification document as well as at least one valid withdrawal or payment method (a credit card or an accepted payment provider). You agree to maintain accurate, complete and updated information in your Account. Failure to maintain accurate, complete and up-to-date Account information, which includes having an invalid or expired means of payment on record, may result in your disqualification from accessing and using the RPApp Site or termination of this Agreement with you by RPApp. You are responsible for all activity that takes place on your Account, and you agree to maintain the security and confidentiality of your Account username and password at all times. Unless RPApp allows otherwise in writing, you may only have one Account. Freelancer profiles must accurately reflect the Freelancer's experience, skills and personal information.
b. REQUIREMENTS AND USER CONDUCT.
The Service is not available for use by persons under the age of 18. You may not authorize others to use your Account, and you may not allow anyone under the age of 18 to receive or offer Freelance Services unless they are in your company. You may not assign or otherwise transfer your Account to any person or entity. You agree to comply with all applicable laws when using the RPApp Site (including, without limitation, all applicable employment laws), and you may only use the RPApp Site for lawful purposes (e.g., you may not use it to transport hazardous or illegal materials). During your use of the RPApp Site, you will not cause any trouble, annoyance, inconvenience or damage to property, whether with respect to Freelancers or any other party. In some cases, you may be required to provide proof of your identity to access or use the RPApp Site by completing the "Trust Verification" trail, and you accept that your access to the RPApp Site will be denied if you refuse to provide proof of your identity.
c. ACCEPTABLE USE.
During the term of this Agreement, you may use the RPApp Site solely for your personal use (or for the use of a person, including a company or other organization, that you validly represent). You may use the RPApp Site to engage in Freelance Services only with respect to the location where you are legally authorized to receive or offer Freelance Services. You may not use the RPApp Site for any other purpose or in connection with any other commercial activity without our express prior written consent. You may not use the RPApp Site in violation of any laws, rules, orders or regulations. You accept that a request for Freelance Services constitutes an offer, which is deemed accepted only when you receive a confirmation of the request. You agree that you will treat Freelancers courteously and lawfully, and that you will reasonably cooperate with Freelancers to enable them to offer the Freelance Services. Freelancers agree that they will offer the Freelance Services once they have accepted a request in a professional and quality-assured manner, and will provide such services in a courteous and lawful manner, and to the best of their ability, and will accept requests only if the Freelancer is qualified and capable of performing such Freelance Services.
The RPApp Site may contain profiles, electronic email systems, blogs, message boards, solicitations, job postings, chat areas, news groups, forums, communities and/or other message or communication spaces ("Community Areas") that allow you to communicate with other users. You may use these Community Areas solely to send and receive messages and materials that are relevant and appropriate in light of each particular forum. You shall NOT use the RPApp Site (including, without limitation, any Community Area) to do the following:
- Defame, abuse, accuse, attack, threaten or otherwise violate the legal rights (such as rights of privacy and publicity, among others) of others, including RPApp staff.
- Post, advertise, upload, distribute or disseminate indecent, defamatory, infringing, obscene or illegal topics, names, materials or information, or materials, information or content that involves the sale of counterfeit or stolen goods.
- Use the RPApp Site or Freelance Services for any purpose or in any manner that violates local, state, national, or international law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of others.
- Upload files that contain viruses, trojans, corrupted files, or any other similar software that may cause harm to the operation of another computer.
- Post or upload content for which you have not obtained the rights or permissions necessary to use it.
- Advertising or offering to sell any product or service for commercial purposes through the RPApp Site other than the services offered through the RPApp Site.
- Conduct or send surveys, contests, pyramid schemes or chain letters.
- Impersonating another person or user, or allowing another person or entity to use your identity to post or view comments or otherwise use your account.
- Posting the same note repeatedly (junk messages or "Spam"). The sending of Spam is strictly prohibited.
- Downloading files posted by other users when the user knows or reasonably should have known that they cannot be legally distributed through the RPApp Site.
- Restricting or inhibiting other users from using and enjoying the Community Areas.
- Insinuate or claim that statements you make are insured by RPApp, without RPApp's prior written consent.
- Use a robot, web spider, manual and/or automated processes or devices to perform data mining, crawling, extract information or index the RPApp Site in any way.
- Hack or interfere with the RPApp Site, its servers or any connected network.
- Adapt, alter, license, sublicense, or translate the RPApp Site for your own personal or commercial use.
- Delete or alter, visually or otherwise, copyrights, proprietary trademarks, and intellectual property rights owned by RPApp.
- Upload content that is offensive and/or causes harm, including but not limited to content that advocates, asserts, approves or promotes racism, bigotry, hatred or physical harm of any kind against individuals or groups of individuals.
- Upload content that offers materials or access to materials that exploit persons under the age of 18 in an abusive, violent or sexual manner.
- Use the RPApp Site to recruit for other businesses, sites or services, or otherwise contact users for employment, hiring or other purposes unrelated to the use of the RPApp Site as set forth in this Agreement.
- Using the RPApp Site to collect user names and/or user email addresses by electronic or other means.
- Registering under another username or identity after your account has been cancelled or closed.
You understand that all postings you make on the Community Areas will be public and that you will be publicly identified by your name or login ID when communicating on the Community Areas, and that RPApp will not be responsible for the actions of users with respect to information or other materials posted on the Community Areas.
e. CONTENT PROVIDED BY THE EMPLOYER OR FREELANCER.
RPApp may, in its sole discretion, allow you (whether Employer or Freelancer) to timely submit, upload, publish or otherwise make available to RPApp through the RPApp Site written, audio and/or visual information and content, which includes comments and opinions related to the RPApp Site, initiation of requests for assistance and posting of entries to contests and promotions ("Content"). All Content provided by you remains your property. However, by providing Content to RPApp, you grant RPApp a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, reproduce, modify, distribute, publicly display and publicly present such Content in any format or distribution channel now known or developed in the future in order to provide services through the RPApp Site or otherwise in connection with RPApp's business; on the condition that RPApp attempts to notify you if it will use your Content for any purpose other than posting it on the RPApp Site.
You represent and warrant to RPApp that you are the sole and exclusive owner of all Content or that you have all rights, licenses, consents and authorizations necessary to grant RPApp the license to the Content as set forth above, and that your Content: (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe copyrights, patents, trademarks, trade secrets or other intellectual property rights or rights of publicity or privacy of others; (d) will not violate any law, rule, order or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, antidiscrimination, or false advertising); (e) will not be defamatory, libelous, threatening in any unlawful manner, or harassing in any unlawful manner (f) will not be obscene or contain child pornography or be harmful to minors; (g) will not contain any viruses, trojans, worms, logic bombs, cancellation robots or other computer programming routines intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (h) will not give rise to any liability on the part of RPApp or cause RPApp to lose (in whole or in part) the services of its internet service providers or other partners or providers. RPApp may review, control or delete Content in its sole discretion but shall have no obligation to do so at any time and for any reason without notice to you.
f. DEVICES AND NETWORK ACCESS.
You are responsible for obtaining the data network access necessary to use the RPApp Site. Charges and data and messaging charges from your mobile network may apply if you access or use the RPApp Site from a device with wireless capability. You are responsible for purchasing and updating the devices or compatible hardware necessary to access and use the Applications and the RPApp Site and any updates made to them. RPApp does not warrant that the RPApp Site or any of its parts will work on any particular device or hardware. Even then, the RPApp Site may experience malfunctions or delays inherent in the use of the Internet and electronic communications.
4. PAYMENT
Employers understand that use of the RPApp Site may give rise to charges for services or products they receive from a Freelancer ("Charges"). After an Employer has received services or products obtained through use of the Service, RPApp will collect any payment you have made for the related Charges on behalf of the Freelancer in a limited collection agent capacity from such Freelancer. Payment made in this manner shall be considered in the same manner as payment made directly by the Employer to the Freelancer. Charges shall include applicable taxes as required by law. Charges paid by User are final and non-refundable, unless RPApp, in its discretion, determines otherwise (see also the last paragraph of this Section 4). The Employer and the Freelancer each retain the right to request a modification to the Charges for the services or products received by the Employer from the Freelancer, and such modified Charges for a particular service or product will become new Charges if such modification is accepted by the Employer and the Freelancer.
All Charges must be paid immediately, and payment will be collected by RPApp via the preferred payment method indicated on the Employer's Account, for which RPApp will email the Employer a receipt. If it is determined that the primary payment method in the Employer Account has expired, is invalid, or for some other reason cannot be used for collection, the Employer agrees that RPApp may, in its capacity as Freelancer's limited collection agent, use a secondary payment method in the Employer Account, if available. Freelancer agrees that RPApp will act as its collection agent by virtue of this Section 4. Pursuant to RPApp's rights under these Terms (including the following paragraph), RPApp will generally require payment from an Employer prior to the provision of the corresponding Freelance Service and will remit payment to Freelancer after the Employer has confirmed that the Freelance Service has been performed; it being understood that, notwithstanding anything to the contrary contained in these Terms, RPApp will in no event be liable for non-payment or late payment by Employers.
Pursuant to Sections 6 and 7 of these Terms (on limitation of liability, indemnification of RPApp, and RPApp's right to choose whether or not to become involved in disputes between Employers and Freelancers), in its relationship with RPApp, RPApp reserves the right to (i) establish, eliminate and/or revise Charges for any service or product obtained through the use of the RPApp Site at any time and in its sole discretion and (ii) determine the manner in which it will dispose of any payment received by RPApp from an Employer in the event of a dispute between the Employer and Freelancer, including the ability to remit such payment to the Freelancer, return a payment to the Employer or hold such payment in escrow pending resolution of the dispute by judicial or other proceeding. Accordingly, you acknowledge and agree that the Charges applicable in certain geographic areas may increase significantly during times of high demand. RPApp will take reasonable steps to inform you of the Charges that may apply. RPApp may, in its discretion, offer certain Users promotional offers and discounts which may result in different charges for the same or similar services or products obtained through the use of the RPApp Site and you agree that these promotional offers and discounts, unless also made available to you or applicable to you, will not affect your use of the RPApp Site or the Charges applicable to you.
5. INTELLECTUAL PROPERTY; COPYRIGHT; CONFIDENTIALITY
a. INTELLECTUAL PROPERTY RIGHTS.
All text, graphics, editorial content, data, format, graphics, designs, HTML structure, look and feel, photographs, music, sounds, images, software, videos, fonts and other content (collectively, "Exclusive Material") that you see or read through the RPApp Site is the property of RPApp, except for Content that RPApp has the right to use as described above. The Exclusive Material is protected in all forms, media and technologies now known or developed in the future. RPApp owns all Exclusive Material, as well as the coordination, selection, arrangement and enhancement of such Exclusive Material as a Collected Work by virtue of the United States Copyright Act, as amended. The Exclusive Material is protected by domestic and international copyright, patent and other intellectual property rights and laws. You may not copy, download, use, redesign, reconfigure or retransmit any element of the RPApp Site without the express prior written consent of RPApp and, if applicable, the owner of rights in the Content. Any use of this Exclusive Material, except as permitted hereunder, is expressly prohibited without the prior permission of RPApp and, if applicable, the owner of the rights in the Content.
RPApp's service marks and trademarks, including but not limited to "RPApp" and RPApp's logos are service marks owned by RPApp. Any other trademarks, service marks, logos and/or trade names appearing on the RPApp Site are the property of their respective owners. You may not copy or use any of these trademarks, logos, or trade names appearing on the RPApp Site without the prior express written consent of the owner.
b. COPYRIGHT CLAIMS AND COPYRIGHT AGENTS.
RPApp respects intellectual property, and expects users to do the same. If you believe in good faith that any material provided on or in connection with the RPApp Site infringes your copyright or other intellectual property rights, please send the following information to: RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States.
(i) Identification of the intellectual property right that you claim has been infringed. All relevant registration numbers should be included, or a statement about the ownership of the work.
(ii) A statement that specifically identifies the location of the material that you claim is infringing your rights, with sufficient detail so that RPApp can find it on the RPApp Site. Please note that it is not sufficient to simply provide a top-level URL.
(iii) Your name, address, telephone number, and email address.
(iv) A statement by you that you have a good faith belief that use of the material that is claimed to infringe your rights is authorized by the copyright owner, its agents, or the law.
(v) A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner's behalf.
(vi) A physical or electronic signature of the copyright owner or the person authorized to act on behalf of the copyright owner.
c. CONFIDENTIAL INFORMATION.
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of RPApp and agree that you will not disclose, transfer, use (or attempt to induce others to disclose, transfer or use) Confidential Information for purposes other than disclosure to your employees and authorized agents who are bound to maintain the confidentiality of the Confidential Information. You shall notify RPApp in writing immediately of any circumstance that might constitute an unauthorized disclosure, transfer or use of the Confidential Information. You shall do everything possible to protect the Confidential Information. You shall do everything possible to protect the Confidential Information from unauthorized disclosure, transfer, or use. You shall return all originals and any copies of materials containing Confidential Information to RPApp upon termination of this Agreement for any reason. The term "Confidential Information" shall refer to all trade secrets and confidential and proprietary information of RPApp and all other information and data of RPApp that is not generally known to the public or to any third party who might derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, studies, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, financial or other business information disclosed directly or indirectly in writing, orally or through drawings or notes.
6. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
a. EXEMPTION FROM LIABILITY.
The products and services purchased or offered (whether through recommendations and suggestions or otherwise) through the RPApp Site (including, without limitation, Freelance Services) ("RPApp Services") are offered on an "AS IS" basis and without warranty of any kind on the part of RPApp or any other person (unless, with respect to such other person only, it has been expressly and unequivocally offered in writing by a designated third party for a specific product).
RPAPP SERVICES ARE OFFERED ON AN "AS IS" AND "SUBJECT TO AVAILABILITY" BASIS. YOUR USE OF RPAPP SERVICES IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RPAPP SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR LAWFULNESS. WITHOUT LIMITING THE FOREGOING, RPAPP AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT A PARTICULAR TIME OR LOCATION, WITHOUT INTERRUPTION OR IN A SECURE MANNER; THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. RPAPP DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR SKILL OF THE FREELANCERS. YOU AGREE THAT THE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND THE SERVICES OR PRODUCTS REQUESTED IN CONNECTION THEREWITH IS BORNE SOLELY BY YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW. YOU ACCEPT THAT RPAPP SHALL NOT BE LIABLE FOR YOUR ACTIONS OR OMISSIONS OR THE ACTIONS OR OMISSIONS OF ANY EMPLOYER OR FREELANCER.
b. LIMITATION OF LIABILITY.
RPAPP SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF FUNDS, LOSS OF DATA, PERSONAL INJURY OR PROPERTY DAMAGE, RELATED TO OR ARISING OUT OF THE USE OF THE SERVICES, INCLUDING WHERE RPAPP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RPAPP SHALL NOT BE LIABLE FOR DAMAGES, INJURY OR LOSS ARISING OUT OF: (i) YOUR PROVISION, USE, OR DEPENDENCE ON RPAPP'S SERVICES, OR YOUR INABILITY TO ACCESS OR USE RPAPP'S SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN EMPLOYER AND ANY FREELANCER, EVEN IF RPAPP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. RPAPP SHALL NOT BE LIABLE FOR DELAY OR DEFAULT RESULTING FROM CAUSES BEYOND RPAPP'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT IT IS POSSIBLE THAT FREELANCERS OFFERING FREELANCE SERVICES MAY NOT HAVE PROFESSIONAL LICENSES OR AUTHORIZATIONS. IN NO EVENT SHALL RPAPP'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WITH RESPECT TO THE SERVICES EXCEED THE TOTAL CHARGES PAID OR RECEIVED BY YOU THROUGH RPAPP DURING THE PREVIOUS SIX (6) MONTHS AT THE TIME THE CLAIM WAS FILED.
RPAPP'S SERVICES MAY BE USED BY THE EMPLOYER TO SOLICIT AND SCHEDULE PRODUCTS OR SERVICES WITH FREELANCERS, BUT YOU AGREE THAT RPAPP HAS NO LIABILITY TO YOU WITH RESPECT TO PRODUCTS OR SERVICES PROVIDED TO THE EMPLOYER BY FREELANCERS OR WITH RESPECT TO THE EMPLOYER'S USE OF THE FREELANCE SERVICES (INCLUDING FAILURE TO PAY) OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
THE LIMITATIONS AND DISCLAIMERS SET OUT IN THIS SECTION 6 ARE NOT INTENDED TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER, WHICH CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
c. INDEMNIFICATION.
You agree to release from all liability and hold harmless RPApp and its officers, directors, employees and agents from any claim, demand, loss, liability and expense (including, without limitation, attorneys' fees) arising out of or relating to: (i) your use of the RPApp Site or the services or products obtained or provided or sold through your use of the RPApp Site, including any content transmitted or received by you, or the access or use of the RPApp Site by a third party with your username and password; (ii) your failure to comply with or violation of any of these Terms or any applicable laws, rules or regulations (including, without limitation, tax or professional laws); (iii) RPApp's use of your Content; or (iv) your violation of the rights of any third party, including Freelancers and Employers.
7. DISPUTES BETWEEN FREELANCERS AND EMPLOYERS
Your interactions with organizations and/or individuals found on or through the RPApp Site, including the payment and delivery of products and services, and any other terms, conditions, warranties or representations associated with these communications are solely between you and such organizations and/or individuals. You shall make such inquiries as you deem necessary or pertinent to any online or offline transaction with any such third party. You agree that RPApp shall not be liable for loss or damage of any kind arising as a result of such communications.
If there is any dispute between Employers and/or Freelancers, or between Employers and/or Freelancers and any third party, you agree that RPApp, in its sole discretion, may determine the amount of the Charges and to whom to send them in accordance with Section 4, it being understood that RPApp shall in no event be under any obligation to become involved in such disputes. With respect to disputes with other Employers or Freelancers, you hereby agree to hold RPApp harmless from actual and consequential claims, demands, and damages, of every kind and nature, known and unknown, relating to such dispute or our determinations thereon.
8. DISPUTES WITH RPAPP
a. WAIVER OF JUDGMENT.
You agree that any dispute, claim or controversy arising out of or in connection with these Terms or the breach, termination, enforcement, interpretation, or validity of these Terms or your use of the RPApp Site (collectively, "Disputes") will be resolved through binding arbitration between you and RPApp, except that each party reserves the right to commence an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or potential infringement, misappropriation or violation of the copyrights, trademarks, patents or other intellectual property rights of either party. You acknowledge and agree that you and RPApp are waiving the right to jury trial or to participate as plaintiff or party in any intended class action or representative action. Accordingly, unless you and RPApp agree otherwise in writing, the arbitrator may not consolidate the claims of more than one person and also may not settle class claims or representative actions of any kind. If this particular paragraph is held invalid, then this entire "Dispute Resolution" section will be deemed void. Except as indicated in the preceding sentence, this "Dispute Resolution" section will continue in effect after these Terms have been terminated.
b. INFORMAL NEGOTIATION.
To expedite the resolution and reduce the cost of any dispute, controversy or claim relating to this Agreement or otherwise arising out of the relationship between you and RPApp, you agree as a first attempt to negotiate any dispute on an informal basis for at least thirty (30) days prior to initiating any arbitration or court proceeding. These informal negotiations will commence upon written notice. Your address for the purposes of these notices will be the address listed in your RPApp account. RPApp's address for the purposes of these notices is RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States.
c. ARBITRATION.
In the unlikely event that RPApp is unable to resolve a Dispute it has with you after attempting to do so informally, you agree to resolve any Dispute arising out of or in connection with this Agreement or your breach or alleged breach by binding arbitration before the American Arbitration Association ("AAA") in Miami, Florida, pursuant to the then current commercial rules of the AAA, except as provided herein (the "AAA Rules"). The party wishing to initiate arbitration shall submit to the counterparty a written Demand for Arbitration as specified in the AAA Rules (The AAA provides a form called "Demand for Arbitration" at www.adr.org. The arbitrator will be a retired judge or an attorney licensed to practice in the State of Florida and will be selected by the parties from the AAA's list of arbitrators for consumer disputes. If the parties cannot agree on the selection of the arbitrator within seven (7) days of the sending of the Request for Arbitration, then the AAA will appoint an arbitrator in accordance with the AAA Rules. The arbitrator's award will include the principal determinations and conclusions upon which the arbitrator based his or her award. The award based on the arbitration award will be issued exclusively in the state and federal courts of Miami Dade County, Florida. The damages included in the arbitration award shall be consistent with the terms of the "Limitation of Liability" section above regarding the type and amount of damages for which a party may be found liable. The arbitrator's award shall include the costs of arbitration, reasonable attorneys' fees, and reasonable costs of experts and other witnesses, and any award based on the arbitrator's award may be entered in any court of competent jurisdiction. The United States Federal Arbitration Act shall govern the interpretation and application of this Section.
9. OTHER PROVISIONS
a. APPLICABLE LEGISLATION.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, EE. UU., excluding its conflicts of law principles.
b. NOTIFICATIONS.
RPApp may send notices by means of a general notice on the RPApp Site, by email to the email address on your Account or by written communication sent by certified mail or postage prepaid to the address on your Account. Such notices shall be deemed given upon the expiration of 48 hours after mailing (in the case of sending by certified mail or postage prepaid) or 12 hours after sending (in the case of sending by email). You may send notices to RPApp at any time by email or postal mail to RPApp LLC, 3 Germay DR STE 4, # 1353 Wilmington, DE 19804, United States, and such notices shall be deemed given when received by RPApp.
c. PREDOMINANT LANGUAGE.
The English language version of this Agreement shall prevail in all respects and in case of conflict with translated versions, if any.
d. GENERAL.
You may not assign these Terms without RPApp's prior written approval. RPApp may assign these Terms without your consent to: (i) subsidiaries or affiliates; (ii) acquirers of RPApp's capital, business or assets; o (iii) successors by merger. Any attempted assignment that does not comply with this section will be void. No joint venture, association, employment, or agency relationship exists between you and RPApp as a consequence of this Agreement or your use of the RPApp Site. If any provision of these Terms is held invalid or unenforceable, that provision shall be severed and the remainder of the provisions shall retain their validity to the fullest extent permitted by law. The failure of RPApp to exercise any right or provision in these Terms shall not constitute a waiver of such right or provision, unless RPApp acknowledges and accepts it in writing.
BY CLICKING "I ACCEPT," YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND TAKEN THE STEPS TO SERIOUSLY CONSIDER THE CONSEQUENCES OF THIS AGREEMENT, THAT YOU ARE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, AND THAT YOU ARE LEGALLY COMPETENT TO ENTER INTO THIS AGREEMENT WITH RPAPP.