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TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement was last updated on 04/13/2021.

This Terms of Service Agreement ("Agreement") is a legal agreement between you and Virtual Property Management Solutions LLC (hereinafter referred to as "Company”) relating to your use of Company’s website and mobile applications and any and all associated services (collectively, the “Platform”). 

The terms “you” or “User” in this Agreement refer jointly to any user of the Platform, including both Clients and Independent Contractors as those terms are defined below. You agree to be bound by all of the terms (the "Terms") set forth in this Agreement and acknowledge that you have received and reviewed the Company’s Privacy Policy located at www.virtualpmsolutions.com/privacy. The Terms are subject to change at any time, effective upon notice to you. 

 

  • Use of Platform. The Platform is made available to those seeking to obtain services (“Client”) from an independent contractor (“Virtual Team Member”) pursuant to the terms of a separate agreement between Client and Virtual Team Member (“Services Contract”). Company may decline to provide you with access to the Platform for any reason at its sole discretion. You may only use the Platform subject to your acceptance of these Terms and Company’s right to terminate your use or access to the Platform at any time and for any reason

  • Relationship. The Platform provides a way to bring Clients together with Virtual Team Members who are searching for work opportunities to be performed in accordance with a Services Contract. You agree that you are not an employee of Company and are not entitled to any rights or benefits of employment (including unemployment and/or workers compensation insurance). You agree that Company does not have the right to control, supervise, or direct the work of Virtual Team Member, that it is not the employer or joint employer of Virtual Team Member, that it does not determine whether to classify Virtual Team Member as an employee or independent contractor and that it is not a party to any Services Contract or other agreement between Client and Virtual Team Member. If a Virtual Team Member uses subcontractors or employees to perform any part of a Services Contract, this Section shall apply to Company’s relationship, if any, with Virtual Team Member’s subcontractors and employees as well and Virtual Team Member is solely responsible for Virtual Team Member’s subcontractors and employees.

The Platform may provide information about Users, including information submitted by other Users, certifications of the User, and other details about the User’s background and/or qualifications. You agree and acknowledge that Company is not responsible for this information and that it is not a guarantee or warranty of any kind. 

 

  • User Accounts. You agree not to allow another individual to use the Platform on your behalf, except that an authorized employee or agent may use the Platform on behalf of your business or agency. By granting a user permission to use the Platform on your behalf, you represent and warrant that (i) the User is authorized to act on your behalf; and (ii) you are fully responsible and liable for the User’s acts or omissions and that you agree to be fully bound by this Agreement.

  • Services Contracts.  If a Client and Virtual Team Member decide to enter into a Services Contract, the Services Contract is a contractual relationship directly between the Client and Virtual Team Member. Client and Virtual Team Member have complete discretion both with regard to whether to enter into a Services Contract with each other and with regard to the terms of any Services Contract. You acknowledge, agree, and understand that Company is not a party to any Services Contract, that Company will not have any liability or obligations under any Services Contract, and that the formation of a Services Contract between Users will not, under any circumstance, create an employment or other service relationship between Company and any User or a partnership or joint venture between Company and any User. 

With respect to any Services Contract, Clients and Virtual Team Members 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 Company’s rights and obligations under this Agreement. The parties to a Services Contract can, if the parties prefer, agree to alternate Services Contracts drafted by said parties in whole or in part, in addition to or instead of other such agreements. 

Each User shall determine whether to enter into a Services Contract. Client agrees and warrants that it will correctly classify Virtual Team Member as an employee or independent contractor in accordance with applicable laws. Each User is solely responsible for all aspects of the Services Contract, including the legality, interviews, and vetting of the other party, negotiating and executing the Services Contract, performance, and payment for services. Company does not guarantee payment for any Services Contract in any way. 

 

  • Identity and Location Verification.  When you register for an account and from time to time thereafter, your account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on Company. You authorize Company, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When verification is successfully completed, account features will be restored.

  • Payments; Fees; Withholdings. Client agrees to pay Company its fees and any applicable sales taxes or other similar taxes required by law as reflected in the final Services Contract created on the Platform. Clients agree to make payment for Services Contracts solely through the Platform. Any such payments are nonrefundable. Company will deduct its fee and taxes from such payments and forward the Virtual Team Member’s portion of the payment to Virtual Team Member. Any payments made outside of the Platform by a Client to a Virtual Team Member for Services Contracts are expressly prohibited. Virtual Team Member shall be responsible for any and all taxes, social security, workers’ compensation, disability, unemployment, or other withholdings, as these will not be withheld from payments by Company. 

  • Updates. Company may automatically or manually update or modify the Platform at any time without notice to you.

  • Prohibited Uses. You may not do any of the following:

  1. Fail to pay for services that have been performed in accordance with a Services Contract or refuse to perform services as specified in a Services Contract without good cause.

  2. Copy or incorporate any aspect of the Platform into other programs.

  3. Create derivative works from the Platform or to assign your right to, or license the Platform to any third party, or allow another individual to use your account to access the Platform. 

  4. Reverse engineer, decompile, disassemble, tamper with, or bypass any security measures used to protect the Platform or data collected by the Platform or otherwise owned by Company.

  5. Harass, threaten, demean, or disparage any User of the Platform or any of Company’s employees.

  6. Discriminate against any Virtual Team Member in any manner that is prohibited by law, including on the basis of race, color, national origin, religion, sex (including pregnancy, childbirth, sexual orientation, gender), disability, age (40 and older), and genetic information.

  7. Knowingly making false or misleading statements about Company or Users of the Platform.

  8. Violate the Non-Circumvention provisions of this Agreement.

  • Default for Non-Payment. Client shall be in default for non-payment if it fails to pay the Virtual Team Member amounts owed under a Services Agreement or does not pay Company any amounts due under this Agreement within the time period agreed in writing or, if no time period is specified, thirty (30) days, including any instance in which Client has initiated a chargeback with a financial institution resulting in a charge by Company being reversed or taking any other action that results in a negative or past-due balance on the Client’s account with Company (“Default for Non-Payment”). If Client is in Default for Non-Payment, Client shall incur interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs to the maximum extent permitted by applicable law. Company may also charge the payment method on file on the Client’s account; set off amounts due against other amounts received from Client or held by for Client by Company, make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution.

  • Limitations of Liability and Indemnification. You agree that in no event will Company, its officers, employees, agents, affiliates, and licensees be liable for any direct or indirect, incidental, special or consequential damages, including costs or attorneys’ fees, as arising from or relating to your use of the Platform. Your sole remedy for any claim or cause of action against Company shall be limited to $1,000, including attorneys’ fees and expenses. You agree to indemnify and hold harmless Company, its officers, employees, agents, affiliates, and licensees for any losses, costs, liabilities, and expenses (including but not limited to court costs, legal fees, awards, or settlements) relating to or arising out of your use of the Platform, any Services Agreement, or claims relating to any information you provide to Company, including any breach by you of the Terms contained in this Agreement or any Services Contract. You agree that Company is not liable in any manner for failure to perform any aspect of a Services Contract, including failure of payment or a failure to perform services as agreed.

  • Ownership, Copyrights, Trademarks, Licenses. Company owns and retains all proprietary rights to the Platform, its trademarks, and copyrights. Company also owns the rights to any data you provide to the Platform, including any communications, postings, or other information to submit to any User or that is otherwise uploaded to the Platform. You are not authorized to reproduce, transmit or distribute the proprietary information of the Company. 

  • Electronic Communications. You consent to receive communications from the Company, such as telephone calls, e-mails, texts, push notifications, or other communications through the Platform.  

  • Information on Platform; Identity of Users. Company does not perform background checks of Users and makes no representations about their criminal history or ability to perform services. Company does not verify any information provided by Users of the Platform, including their identity, work history, or citizenship status. Any use of the Platform or decision to form a Services Contract with any other use is at your own risk with no liability to the Company, its owners, officers, or employees.

  • No Warranties. Company provides the Platform on an "as is" basis and does not make any warranty, express, implied, limited or other with respect to the goods or services provided by Company or Users of the Platform. ANY WARRANTY FOR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. COMPANY MAKES NO WARRANTY OR REPRESENTATIONS REGARDING ANY CLIENT OR Virtual Team Member OR ANY SERVICES CONTRACT.

  • Termination. YOU AGREE THAT COMPANY MAY TERMINATE THIS AGREEMENT OR YOUR ABILITY TO USE THE PLATFORM AT ANY TIME AND WITHOUT PRIOR NOTICE TO YOU. Your obligations set forth under this Agreement shall survive the termination of this Agreement or the deletion of your account on the Platform or the Application from your desktop or mobile device, including responsibility for amounts due or owing to Company or another User as provided by this Agreement or a Services Contract.

  • Jurisdiction; Venue; Arbitration. This Agreement or any dispute between you and Company shall be governed by the laws of Texas, without regard to provisions of conflicts of law. You agree to submit any dispute, controversy or claim arising out of or related in any manner to this Agreement, a Services Contract, or the Platform to arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof in Dallas, Texas. The arbitration shall take place before a panel of one (1) arbitrators sitting in Dallas, Texas. The language of the arbitration shall be English. The arbitrators will be bound to adjudicate all disputes in accordance with the laws of the State of Texas. The decision of the arbitrators shall be in writing with written findings of fact and shall be final and binding on the Parties. Each Party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome. 

  • CLASS ACTION WAIVER. THE PARTIES AGREES THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. NEITHER YOU NOR COMPANY WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OF PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. NO PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED PROCEEDINGS.

  • LIMITATION OF TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE AGAINST COMPANY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM SHALL BE WAIVED AND PERMANENTLY BARRED.

  • Severability. If any provision is found to be invalid, the remaining provisions will be in full force and effect.

  • Assignment. You may not assign any portion of this Agreement or the Services unless agreed by the Company in writing.

  • Certification. You certify that you are at least 18 years of age and that your answers to the registration questions required to install the Application will be truthful. 

  • Entire Agreement. This Agreement constitutes your entire Agreement with Company with respect to the aforementioned Applications.

  • Waiver. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision.  Any waiver of this Agreement by Company must be in writing and signed by an authorized representative of the Company.

  • Disputes Among Users.  Client may dispute Virtual Team Member’s hours invoiced on the Hourly Invoice for the prior week (Sunday 12:00 a.m. midnight UTC to Sunday 11:59 p.m. UTC) during the three days following the close of the weekly invoice period (Monday 12:00 a.m. midnight UTC to Wednesday 11:59 p.m. UTC) (the “Dispute Period“). It is Client’s responsibility to review the Hourly Invoice of every Hourly Contract on a weekly basis and to file any disputes during the Dispute Period. Once the Dispute Period expires, Client will be deemed to have accepted the Virtual Team Member’s  Services and  Fees and can no longer dispute them. Disputes handled by Company can only address the hours billed, not the quality of the work.  All disputes are encouraged to be resolved between Client and Virtual Team Member.  If Client and Virtual Team member cannot come to a resolution, Company will investigate and determine, in our sole discretion, whether an adjustment is appropriate.  Company’s determination will be final.

  •  Non-Circumvention. You agree to make, receive, and request payments with other Users you meet on the Platform solely using the Platform for two years from the date you first identify or meet your Client or Virtual Team Member on the Platform (“Non-Circumvention Period”). Violating this term is a serious breach and your account may be permanently suspended for violations at the sole discretion of Company. Clients and Virtual Team Members who work together prior to being identified on the Platform are not subject to this Non-Circumvention provision. 

During the Non-Circumvention Period, you agree not to provide your direct contact information to other Users, request direct contact information from other Users, or attempt to locate the direct contact information for other Users outside the Platform. You agree that you will use the Platform as your exclusive means to communicate with other Users during the Non-Circumvention Period..

 

  • Circumvention Fee. You may opt-out of the Non-Circumvention obligations in Section 25  with respect to each VPM Solutions Relationship only if the Client or Virtual Team Member pays Company a Circumvention Fee calculated as the greater of the average amount paid to the Virtual Team Member by the Client over 12 weeks immediately prior to the election to pay the Circumvention Fee or $10,000.

For information about or to elect to pay the Conversion Fee, please email message to Info@VPM Solutions.com.

You understand and agree that if Company determines, in its sole discretion, that you have violated the Non-Circumvention Provisions in Section 25,, Company or its Affiliates may, to the maximum extent permitted by law (x) charge your payment method the Conversion Fee (including interest)  or send you an invoice for the Conversion Fee (including interest), which you agree to pay within 30 days, (y) terminate your use of the Platform, and/or (z) charge you for all losses and costs (including any and all time of Company’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.