Back to Term and Conditions
This document is a legal agreement between you (“You” or “Professional”) and Vumero Pty Ltd (“Vumero.com”), an Australian Corporation with corporate offices in Melbourne, Australia. This Agreement sets forth the provisions under which the Professional may use the Site for the purpose of selling services and products.
The initial term of this agreement shall be a period of one (1) year from the Effective Date. Thereafter, the agreement shall automatically renew for subsequent one (1) year terms. At any time, either party may terminate this agreement, with or without cause, upon thirty (30) days prior written notice. Vumero.com reserves the right to immediately terminate any Professional who commits fraud, slander, a denial-of-service attack, or commits any other action which it deems inappropriate. Neither party has made any commitments regarding the duration or renewal of this agreement beyond those stated herein.
3. Professional’s Obligations
Professional will provide solutions and/or quotations via the Site in response to jobs posted on Vumero.com’s Site by Employers. This Agreement shall govern the business relationship between Vumero.com and Professional despite any different or conflicting terms and conditions in Professional’s forms or other documents.
All information provided by Professional shall be true, accurate and up-to-date at all times. This includes, but is not limited to, information within a response to jobs documents, information concerning intellectual property ownership and rights thereto. Professional and Employer will document on the Site as to the extent and nature of any intellectual property rights which will be transferred to the Employer upon completion and payment of the jobs. Professional is solely responsible for protecting its intellectual property rights, including works made for hire, and for negotiating all rights, title and interests therein with Employers.
Professional agrees to post bids for the entire jobs. As this Site is intended for commercial purposes only, offering free services, or redirecting an Employer to a Site other than the Site to fulfil their needs is prohibited. Posting contact information including but not limited to phone numbers, email addresses, Internet URL’s, Yahoo Messenger Ids, Skype names, on bids or an author’s profile is strictly prohibited. Violators of any of these terms can have all of their Vumero.com accounts terminated, at the discretion of Vumero.com.
Copyright Indemnification warrants and represents that all work produced for the Employer (including but not limited to equations, code, algorithms, ideas and/or any other item used to create their deliverables to the Employer) are original works of authorship created by Professional and that the works do not violate any rights, including but not limited to copyright rights, of any non-consenting third party. Professional agrees to properly declare, explain and receive acceptance from the Employer via the Site, of any “Third Party Items” per the following section.
Third Party Items. If the Professional wishes to use 3rd party items (including but not limited to 3rd party components, GNU and GPL licensed source-code, etc.), then the Professional agrees to first confer with the Employer and:
- Explain which items in the jobs the Professional wishes to use 3rd party items for, and which 3rd party items would be involved. This must be documented on the Site via the Site bidding system
- Explain to the Employer the cost, copyright, distribution and licensing issues concerned with the use of such items (for example, many Employers do not want GNU licensed code in their deliverables once they understand the licensing issues involved…so it needs to be explained to them what they would be receiving). If the Professional is unclear on any of the above issues, they can optional post the official documentation regarding the issue(s) in question directly from the 3rd party license or other official documentation. This allows the Employer to make their own determination. Either way, this explanation must be documented on the Site via the Site bidding system.
- Have the Employer confirm agreement, to the use of any 3rd party items which the two parties agree to. This must be documented on the Site via the Site bidding system.
- Should arbitration occur and the Professional not follow these rules, Vumero.com may immediately arbitrate in favour of the Employer, as well as consider punitive actions against the Professional.
Status Reports. To keep the Employer appraised of progress on longer term jobs, the Professional is responsible for filing a weekly status report via the Site while work is being done. Should the Professional neglect to file one or more reports on time, or not file them on the Site, the Employer and/or Vumero.com may choose to cancel the jobs, resulting in the Professional not being paid for the work. The Employer may choose to waive the status report requirement on a particular jobs from the jobs page. Should the Employer waive the status report requirement for the jobs, then the Professional is no longer responsible for filing it.
Deliverables. To avoid an Employer dispute over delivery, Professional agrees to upload the entire and complete deliverables at the time of work completion (or each milestone’s completion) to the Site. Vumero.com cannot overemphasize the importance of doing so. Should a Professional choose not to do so (despite this Agreement) and the Employer disputes delivery, Professional agrees that they (and not Vumero.com) will be liable for the entire amount. Vumero.com will deduct all such disputed monies from the Professional’s account. If the Professional’s account is insufficient to cover the funds the Professional will be asked to cover the remainder from their personal funds. If Professional cannot or will not cover the remainder from their private funds, Vumero.com may pursue all and any means at its disposal to collect the funds including legal remedies.
Delivery Deadlines. The Employer may set a deadline for delivery of the deliverables. The Professional agrees to deliver 100% of agreed upon deliverables to the Site on or before the delivery deadline. If the Employer uses the formal “due in # of days” field of the jobs to specify this deadline, then the delivery date is posted on the jobs itself. By bidding, the Professional agrees to this due date. The due date is calculated as the # of days (24 hour periods) from the time work begins. Work is defined as having “begun” after all funds are completed escrowed and all security verifications have been completed.
Employer and Professional may also use the messaging system feature of the Site to negotiate a delivery deadline. If so, then the deadline must be mutually agreed upon by both Employer and Professional. Both parties are highly advised to be clear and explicit when setting a deadline in this manner. If there is a dispute over anything regarding the deadline, Vumero.com will be the final determiner of any disputed meaning.
Extending Deadlines. Managing the deadline is the Professional’s responsibility. If the Professional cannot deliver 100% of agreed upon deliverables by the deadline but feels that the Employer may be lenient and allow the deadline to be extended, then it is the Professional’s responsibility to inform the Employer as soon as possible, negotiate the change and receive the Employer’s acceptance on-Site. If the Professional is unable or unsuccessful in doing so, then the original deadline stands.
Vumero.com’s Limited Access to Deliverables. Professional understands and agrees that Vumero.com may be called upon by the Employer, a third party, or a self-initiated investigation to audit the work that was performed. Professional agrees to make available to Vumero.com all deliverables related to the questioned jobs.
Vumero.com agrees not to copy, acquire, sell, barter, trade, or use the deliverables in any manner other than to verify that work was performed as contracted. If a non-disclosure agreement is required by the Employer before accessing the above, Vumero.com and the Employer will make all reasonable arrangements.
Ratings. Professional has the right to rate Employers on completed transactions and transactions that are cancelled in the Professional’s favour. However, to prevent retaliatory ratings, Vumero.com may hide both parties’ ratings from public view until both parties have rated each other. If Professional does not rate the Employer within 2 weeks of the completion date of the jobs (or cancellation date, whichever is applicable), Vumero.com may then make any rating placed by the opposite party visible. Additionally, the Professional will forfeit the right to rate the Employer. Should Vumero.com determine that a Professional’s rating is inaccurate or in any way retaliatory in nature, then Vumero.com may amend, replace or delete the Professional’s rating, and a note about such may be placed as a public rating on the Professional’s account. A Professional who practices retaliatory ratings may be found in default of this agreement and banned from the Site.
Fraud. If Vumero.com determines that the Professional is guilty of fraud against the Employer or Vumero.com, they may garnish or completely withhold payments to the Professional for the affected jobs(s). If the fraud is not detected until after payment has been made, Vumero.com can choose to recover the funds by either or both of the following:
- Partially or completely withholding payments to the Professional on later jobs (or on additional accounts created by the Professional) until the entire amount has been restituted.
- Obtain payment from Professional directly. If requested to do this by Vumero.com, Professional agrees to promptly send full payment within 15 business days of the request.
Additionally, Vumero.com reserves the right to immediately close any account found guilty of fraud (as well as any additional accounts created by the Professional).
Cancellation Charge Holdback. Per the rules of arbitration, Professional is responsible for Employer’s cancellation fee if they either:
(a) Elect to take responsibility for the charge during self-mediation
(b) Lose an arbitration, are determined to be ‘at-fault’, and have sufficient funds to cover some or part of the charge.
An unscrupulous Professional who knows they will lose an upcoming arbitration, may attempt to empty the funds from their account prior to the arbitration resolution, to avoid having to pay the cancellation fee. To prevent this from occurring, Vumero.com may hold back from any payment to the Professional, sufficient funds to cover possible cancellation charges from any and all non-resolved arbitrations that the Professional is involved in. Should the Professional be found not responsible for the cancellation fee, Vumero.com will release the held funds and they will be paid out during the next Site payment period that the Professional has chosen to participate in via their account settings.
Account Transfer. Ratings and comments may be given by Employers specifically to the Professional. If so, other Employers may use this information to determine whether or not to use the Professional on a job. To prevent unqualified Professionals from “purchasing” ratings, the Professional agrees that they will not sell or transfer ownership of their account to another party without the express consent of Vumero.com.
Duplicate Accounts. The anonymous nature of the Internet makes it possible for a Professional who has had their account involuntarily terminated (or who received unfavourable ratings on that account) to create another account on the Site and resume transacting business on the Site, against the will of Vumero.com. Vumero.com regularly monitors Site profiles for this sort of action, and should the Professional be determined by Vumero.com to have done this, they will forfeit the balance of all of their accounts, and all funds will be returned back to the original Employer, minus the Vumero.com fee. Professional agrees that Vumero.com may use any means necessary to recoup previous payments sent on the duplicate account, including but not limited to a stop payment, PayPal cancellation, or a collection agency. Additionally, the account will be closed. Professional further agrees that Vumero.com may withhold all or part of Professional’s available funds as either a permanent penalty fee (to be kept by Vumero.com) and/or as a “good Behaviour bond” for a certain period of time, to prevent them from opening another duplicate account.
Friends, family members and/or business associates are not allowed to create or transfer ownership of accounts to attempt to circumvent this rule, and all Professionals agree that if they are determined by Vumero.com to be participating in such a scheme, all accounts will be treated as duplicate accounts, per the above rules. Occasionally, a previously banned user approaches another legitimate Professional about ‘sharing’ their legitimate account. Vumero.com strongly advises against Professionals participating in this sort of scheme. Professionals whom Vumero.com determines have colluded with an illegitimate user will be considered illegitimate themselves and treated in the same terms as detailed above.
Inappropriate Behaviour. Should the Professional demonstrate poor or inappropriate behaviour (to be determined at the sole discretion of Vumero.com), Vumero.com reserves the right to publicly document such behaviour via a rating and comment in the Professional’s profile. Such behaviour includes (but is not limited to) losing an arbitration, refusing to cooperate with an arbitration, and sending abusive communications to the other party or to Vumero.com staff.
Outside Contact / Escrowing. As Vumero.com provides its service in return for a Vumero.com fee, the Professional agrees not to solicit any other party to escrow funds outside of the Site. Doing so will result (at the discretion of Vumero.com) in immediate account termination and expulsion, and all funds accrued in the Professional’s account will be returned to their original Employers, minus the Vumero.com fee. Professionals are warned in advance that Vumero.com actively monitors the Site for such infractions, and may even pose as an Employer to catch violators.
In the event that Vumero.com procures, or is the procuring cause of, a solution for Employer’s jobs, and Employer and Professional do not use the Vumero.com Site or services to transact their business and/or use other means to transact their business, Professional shall be considered guilty of ‘fraud’. The Professional shall also be considered guilty of fraud should they find an Employer in an ‘open auction’ and attempt to cheat Vumero.com out of the ‘open auction’ fee by redirecting the Employer to repost the auction as a cheaper auction such a ‘one-on-one’, even though the Employer made full use of the open auction. In either case the Professional shall pay Vumero.com a penalty fee in the amount of twenty-five percent (25%) of the amount paid to Professional. Such fees may be deducted from the Professional’s outstanding credits on the Site, at Vumero.com’s option. Vumero.com reserves the right to terminate any Professional who circumvents the Site in this manner.
Professional agrees that they will arrange with the Employer to escrow the entire funds for the entirety of jobs on Site. If the Professional arranges for off-Site payment for any portion of the jobs, they agree that they will forfeit all rights to the funds in escrow for the portion on Site (at the discretion of Vumero.com). They further agree that this may happen, despite the fact that they may have technically met the contract (per the definition of the contract found elsewhere in this agreement). If this occurs, a rating reflecting the same will be noted against the said jobs on the Professional’s account.
Non Disclosure Agreement (NDA). The Employer may require consent to a non-disclosure agreement before allowing the Professional to see information related to bidding, and or to the final work. Professional agrees to the terms of such agreement if they are specified in the jobs as posted on the Site, are posted to the Professional via the Site bidding system, or are otherwise communicated from the Employer to the Professional via the Site. If Professional does not wish to abide by the terms of the agreement, then Professional agrees not to post a bid on such work.
Vumero.com does not enforce Side Agreements and/or NDAs. Some Employers and Professionals may enter into additional agreements not covered by the Site escrowing agreement, including “special agreements” (ex: “Professional must deliver by x/xx/200x or they will owe Employer $x for every day late”), or a Non Disclosure agreement (NDA). Both Employer and Professional understand and acknowledge that these agreements are made directly between the Employer and the Professional and do not involve Vumero.com, the Site or any of its subsidiaries or other legal entities. As such, Vumero.com and the Site are not and will not be liable in any way whatsoever regarding such agreements, including enforcing such agreements.
Use of English. Professional agrees to use English in all communications on the Site to allow Vumero.com to properly arbitrate in the case of a dispute. Should the Professional violate this and Vumero.com determines it cannot deliver a fair arbitration, the Professional will forfeit arbitration.
Illegal jobs. Professional agrees not to work on any jobs for Employers that are illegal in nature or violate Vumero.com Site policy or contracts, including (but not limited to) violations of the Digital Millennium Copyright Act (DMCA). If Professional learns that any portion of the work it is being asked to deliver is illegal in nature, then the Professional agrees to alert Vumero.com immediately and cease work until instructed upon what to do next by Vumero.com. Vumero.com refuses to support illegal jobs, so Professionals who do not report such activity and are discovered by Vumero.com to have done so will forfeit those funds, per the rules on ‘fraud’. Additionally, they may be banned from the Site as well.
Limitation on allowed contract terms. Both Employer and Professional agree that any terms negotiated with another party that violates any of the following rules are NOT legal binding and are COMPLETELY NULL and VOID without the express prior written consent of Vumero.com.
- Any terms in which a party forfeits any of their rights in arbitration. This includes Professionals stipulating that the deliverables must be accepted “As is” or “Site unseen”, or Employers stipulating that their final approval of the work will override what the arbitrator determines in testing.
- Any terms which bind a party to work in perpetuity or forfeit their right to consent to a contract amendment. (Example: “Professional agrees to accept all additions to the scope of work that the Employer desires, until they are satisfied.”)
Vumero.com may consider attempting to negotiate such terms grounds for account censure or termination under “fraud”.
Parties explicitly not permitted to participate on the Site. While Vumero.com reserves the right to restrict membership and use of the Site to anyone for any reason it deems appropriate, the following parties are never allowed to participate on the Site.
- Parties living in countries with whom Australia or the United States have economic embargo prohibiting economic activity with.
- Parties whose participation on the Site causes them a conflict of interest (including owners, partial owners, employees or contractors who are working or have worked for a competitor to any Vumero.com service)
If a party is discovered to fall into one of the above categories, their accounts will be closed. If they are a Professional, all funds in their account will be returned to the Employer, minus the Vumero.com fee.
Fraudulent transactions. Professional agrees not to bid on or receive jobs or bonuses posted by themselves (or other accounts which they own), as doing this would unfairly inflate the receiver’s ratings, and could also be related to unethical or illegal monetary activities (such as money laundering or embezzlement). Professional understands that Vumero.com regularly monitors transactions for this type of behaviour and agrees that if Vumero.com determines this has occurred, then Vumero.com can take the following action to ensure that the transactions do not continue. Professional agrees that Vumero.com may hold all funds on all accounts that are involved as a deposit for a period of one year. At the end of a year the Employer will receive the deposit back (not the Professional), but only if no additional fraudulent transactions have occurred on any of the accounts involved, and none of the accounts violate their contract in any additional way. If any of the accounts violates one or more of these conditions then all funds are forfeited to Vumero.com.
Professional cancellation grace period
A Professional may, in good faith, place a bid and then later discover at the time of escrowing that they cannot take on the jobs. Some examples include winning more jobs than anticipated, or taking on additional responsibilities while waiting for the Employer to escrow funds. If a Professional notifies the Employer (on Site) or Vumero.com, within 24 hours after the Employer fully completes the escrow payment, with a reason that will prevent them from completing the jobs, Vumero.com will grant them a neutral rating, rather than a poor/bad rating. A comment indicating that the cancellation grace period was exercised by the Professional will be documented by Vumero.com on both the Professional and Employer’s profiles. Should Vumero.com determine that the reason does not appear to be legitimate (including but not limited to ‘I just don’t feel like doing the work’), it can revoke this privilege. If Vumero.com determines that the Professional is misusing the Professional cancellation grace period it can also revoke this privilege. If Vumero.com determines that the Professional started working on the jobs it can revoke this privilege and require formal arbitration to determine the reason for cancellation.
Professional represents that it has the full power and authority to execute this agreement. Professional is the owner of, and/or has received all appropriate consent from the owners of, any and all material, information, intellectual property in any form, or other data that Professional makes available to Vumero.com.
Upon Employer’s receipt and acceptance of Professional’s service or product, they will promptly indicate acceptance via the web Site. Upon acceptance, Vumero.com shall credit the Professional’s account with the final amount, minus the Vumerocom fee.
The Vumero.com fee is calculated as 10% of the amount of the escrowed funds.
During work acceptance it is occasionally possible for an Employer to accidentally accept a different amount of work than they intended to (i.e. by hitting the accept button twice on 50%, or making a typo, etc.). If Vumero.com determines that enough proof exists to demonstrate that this occurred, then Employer and Professional agree that Vumero.com may correct it to reflect the original intention.
Should there be any dispute regarding acceptance, both Professional and Employer designate Vumero.com as the final binding authority and arbiter of the dispute, and agree to abide by its decision.
All credits that accumulate in the Professional’s account will be totalled when the credit cutoff date arrives which is around the 15th of each month. Professional may choose to be paid by:
- PayPal $2 – Sent via PayPal Mass Pay which PayPal currently exempts from a separate fee. If PayPal policy changes or we are unable to send via this method, then they may charge a separate fee. This option is not available in all countries. See http://www.PayPal.com for more details on their fee and other information.
Postal system payments (snail mail check and International priority mail) are checks drawn from our Australian bank in United States funds. Your bank may or may not charge a currency changing fee.
- All Vumero.com payment charges will be deducted directly from the Professional’s account.
- All options are subject to change in both availability and price.
- Professional understands that they can control the minimum amount required before a payment is made to them. If their account is below this amount, funds are accumulated until this amount is reached.
Professional agrees to be fully responsible for providing accurate and up-to-date payment information in their account on the Site. Should this information be inaccurate, Professional agrees to assume full responsibility (financial, legal and otherwise) for any consequences. This includes late arriving, incomplete or lost payments. Although Vumero.com will make good-faith efforts to help the Professional rectify the situation, Vumero.com is not liable for the consequences of incorrect information, in any way whatsoever. If the situation can be rectified with additional effort (such as Vumero.com doing a stop payment and resending the check), the Professional will be responsible for the additional charges associated with the effort.
Delayed/undelivered payments by 3rd parties
Vumero.com agrees to transfer Professional’s funds to the 3rd party chosen by the Professional. Professional understands that these 3rd party companies are beyond Vumero.com’s control. Professional further understands that it is possible that such parties may delay delivery of the funds, or never deliver them at all. Professional understands that there are numerous potential reasons for this to occur, including (but not limited to) money laundering/anti-terrorist/fraud-risk freeze policies, financial difficulties with the 3rd party, physical issues with delivery, etc. Professional agrees to completely scrutinize any 3rd party company before selecting them and agrees that Vumero.com is not responsible in any way for any delay or lack of delivery of funds (including damages caused by such actions), once Vumero.com gives the funds to a 3rd party.
(a) Useful Specific Information
Please note that the world-wide postal system is a complex system of varying reliability–subject to delay or loss due to regional problems, acts of war, nature and other things beyond Vumero.com’s control. If Professional chooses a postal system based delivery, Vumero.com will deliver snail mail checks to its local post office, but cannot guarantee delivery beyond that. Professional understands and agrees that Vumero.com will is not responsible for delay or loss (or damages caused by such actions) between that point and ultimate arrival at the final destination. The Professional will be responsible for the $15 check stop payment fee (to cover our expenses), before we will resend it via another method. Additionally, if a fraudulent 3rd party manages to successfully cash Professional’s payment, the Professional will be responsible for it (and not Vumero.com).
Jobs Details, Bidding and Privacy
The Professional and Employer may exchange one or more bids and replies on the jobs. Vumero.com wishes to make clear in this section exactly what is shown and what is not shown to other people on the Site regarding jobs and bidding.
Both Employer and Professional profiles are publicly available. Profiles are viewable by clicking on the person’s name at various places on the Site, including bids, jobs and ratings. 3rd party search engines outside of the control of Vumero.com (such as Google) may index and show these profiles on their Sites. If you wish to keep your identity private, you are advised to use the ‘Screen Name’ feature of the Site and use a name different than you real name or company.
(b) Open Auctions (with no NDA)
Jobs Details: jobs details are viewable by the public
Bids/Replies: While the bidding is open, the auction is conducted as a ‘closed auction’ and bidders cannot see the bids placed by other bidders. Once a winning bidder is chosen, the accepted bid (made by the winning bidder), and the last bids (made by losing bidders) are made public and are viewable by the general public to show that a fair and honest auction was conducted. This does include the screennames and Site links of the bidders. Everything else remains private…including the text and attachments of all comments made. The jobs page itself is removed from general public access on the Site’s search system. However, the general public can view the title of the jobs on the winning bidder’s resume. Clicking on the link will allow a person from the general public to view the jobs itself and the information stated above. Additionally, 3rd party search engines outside of the control of Vumero.com (such as Google) may index and show this information on their Sites. If an Employer wishes to hide the details of their open jobs from the general public, they may choose to ‘privatise’ the open jobs once a Professional is chosen. This converts it into a private auction (see below) which, as the name implies, is much more hidden.
(c) Open Auctions (with NDA):
Jobs Details: jobs details are viewable only by those Professionals whom the Employer approves for viewing by accepting their NDA.
The general public or those rejected may only view the “Pre NDA” message that the Employer posts for the public.
Bids/Replies: While the bidding is open, the auction is conducted as a ‘closed auction’ and bidders cannot see the bids placed by other bidders. Once a winning bidder is chosen, the accepted bid (made by the winning bidder), and the last bids (made by losing bidders) are made viewable by those Professionals who had their NDA approved by the Employer to show that a fair and honest auction was conducted. This does include the screennames and Site links of the bidders. Everything else remains private including the text and attachments of all comments made. The jobs page itself is removed from general public access on the Site’s search system. However, the general public can view the title of the jobs on the winning bidder’s resume. Clicking on the link, however, does not allow a person from the general public to view the jobs itself.
(d) Private and One-on-one auctions
Jobs Details: Job details are viewable only by those Professionals whom the Employer invites to the auction. The general public may not view the jobs details.
Bids/Replies: While the bidding is open, the auction is conducted as a ‘closed auction’ and bidders cannot see the bids placed by other bidders. Once a winning bidder is chosen, the accepted bid (made by the winning bidder), and the last bids (made by losing bidders) are made viewable only to those Professionals whom the Employer invited to the auction to show that a fair and honest auction was conducted. This does include the screennames and Site links of the bidders. Everything else remains private including the text and attachments of all comments made. The jobs page itself is removed from general public access on the Site’s search system. However, the general public can view the title of the jobs on the winning bidder’s resume. Clicking on the link, however, does not allow a person from the general public to view the jobs itself.
You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided by Vumero.com. These taxes will be added to fees billed to you, if applicable.
Please note Australian customers are required to pay an extra 10% goods and services tax on all fees
Vumero.com may do periodic account reviews to weed out abandoned accounts. If a Professional is inactive for 18 months, their account may be considered by Vumero.com to be abandoned. Abandoned accounts will be closed. If they have any funds remaining, Vumero.com will notify the Professional via email to their account email address, so they can be recovered by the Professional. However, if the Professional does not claim their funds for 6 months from the date of Vumero.com’s email notification, all funds will become the property of Vumero.com.
Fraudulent Behaviour Notification Warning
If Professional attempts to commit, or actually commits, fraud (of any type, including but not limited to “as defined by this contract”, Australian law, or an action generally accepted to be fraudulent) that would adversely affect one or more other Site users, then Professional does grant Vumero.com the right to:
- Notify those other users of the attempted or actual fraud (and provide pertinent details).
- Provide those other users with the Professional’s real name(s), address(es), phone number(s), fax number(s), and/or email address(es).
Vumero.com may use Professional’s Trademarks in jobs, or related documentation. Vumero.com’s or Professional’s use of Trademarks shall be consistent with proper trademark usage. Neither party grants to the other any right, title, or interest in any Trademarks except as provided in this Section. Professional is responsible for appropriately attributing any of its Trademarks or the trademarks of third parties.
Access to and Use of Confidential Information
A party receiving Confidential Information agrees (i) that it is claimed to be a trade secret of the other party, (ii) not to disclose or use any of such Confidential Information for any purpose except as necessary and consistent with the terms of this agreement, (iii) to limit the use of and access to such Confidential Information to only those employees who have a need to know, and (iv) that it will immediately notify the other party in writing of any unauthorized disclosures and/or use thereof. Such notice shall include a detailed description of the circumstances of the unauthorized disclosure or use and the parties.
Exclusions. A party shall have no obligation as to Confidential Information that (i) is provided in a tangible form and not labeled as confidential or proprietary, or if provided orally, not designated as confidential or proprietary at the time of disclosure, (ii) is known to the receiving party at the time of disclosure, as evidenced by documentation in the receiving party’s possession at the time of such disclosure, (iii) is independently developed by the receiving party (provided the receiving party can show that such development was accomplished by or for the receiving party without the use of or any reference to Confidential Information), (iv) becomes rightfully known to the receiving party from another source without confidentiality restrictions, (v) is or becomes part of the public domain through no wrongful act of the receiving party, or (vi) is furnished by the disclosing party to a third party without confidentiality restrictions. A receiving party may disclose Confidential Information pursuant to a competently authorized judicial or governmental request, requirement or order, provided that the receiving party takes reasonable steps to give the disclosing party sufficient notice to contest such request, requirement or order and/or to seek a protective order.
Return of Confidential Information. In any event of termination or expiration of this agreement, each party will, within five (5) business days return to the other party such party’s Confidential Information.
Intellectual Property Infringement Indemnity
Infringement Claims. Professional will defend and hold Vumero.com harmless in any suit or proceeding based on a claim that any equipment, products or services transacted under this agreement, constitutes infringement of any copyright, patent or trademark. Professional will pay all settlements or damages awarded against Vumero.com, provided that Vumero.com (i) informs Professional of such suit or proceeding in writing and within thirty (30) days of actual notice of a claim, and provides Professional with all related information, (ii) grants Professional the authority to settle or litigate such suit or proceeding, and (iii) provides all necessary assistance to Professional.
Limitation of Liability and indemnity
Professional may request information from Vumero.com (including any of its employees or contractors) regarding legal issues (including, but not limited to, copyright or tax law), and that party may provide it. Vumero.com makes reasonable efforts to ensure that the information it provides is correct, but it cannot guarantee it. Additionally, under no circumstances is Vumero.com (or any of its employees or contractors) giving legal advice. If you need this sort of advice, you should consult a qualified attorney instead.
IN NO EVENT SHALL VUMERO.COM (OR ITS AFFILIATES) BE LIABLE TO EMPLOYERS, PROFESSIONALS, OR ANY OTHER PERSON FOR EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND RESULTING FROM THEIR USE OF VUMERO.COM PRODUCTS OR SERVICES OR THEIR INABILITY TO USE SUCH SERVICES. THIS LIMITATION OF LIABILITY INCLUDES (BUT IS NOT LIMITED TO) THE COST OF COVER, LOSS OF PROFIT, USE, SAVINGS OR REVENUE, OR THE CLAIMS OF THIRD PARTIEs, AND APPLIES WHETHER OR NOT VUMERO.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS AND ALSO APPLIES WHETHER OR NOT THE LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY. YOU AGREE THAT IN NO EVENT SHALL VUMERO.COM’S LIABILITY TO YOU OR ANY THIRD PARTY EXCEED THE VUMERO.COM FEE ON THE TRANSACTION INVOLVED. THE LIMITATIONS IN THIS SECTION SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Professional shall indemnify, defend (with counsel approved in writing by Vumero.com) and hold Vumero.com, its officers, directors, shareholders, employees, insurers, attorneys, successors and assigns harmless against any and all claims for cost, damage, expense (including reasonable attorneys’ fees) or liability arising out of or related to the acts or omissions of Professional, its employees, representatives or agents.
Default and Termination
At the request of the Professional, Vumero.com will close out their account, disabling all future use of it. However, Professional understands and agrees that Vumero.com will not delete any information, as it is required to report such information to 3rd parties including (but not limited to) police, taxation, credit card fraud investigations, or for Vumero.com’s own auditing purposes.
If Professional breaches or attempts to breach any of the terms of this Contract or fails to make any payments when due under this Contract, Professional shall pay to Vumero.com as part of a judgment all of Vumero.com’s costs and expenses, including reasonable legal fees, incurred by Vumero.com in enforcing the terms of this Contract or collecting any payment due under this Contract.
Security and Viruses
Please note that Vumero.com uses the best of its ability to protect all data from external and unauthorized party access by the use of (but not limited to) firewalls, encryption and 3rd party security consultants. Additionally it also uses the best of its ability to protect Site users from viruses via virus scanning software. However no security system and/or virus system is 100% secure or 100% effective. Should sensitive data be confirmed as compromised, or a virus discovered on an Vumero.com system, Vumero.com will alert the affected Professional via email (to the address registered on the Site). However, due to the nature of security and viruses, Vumero.com strongly advises the Professional to take their own security precautions, such as personal virus scanning software, and/or encrypting sensitive communications. Given the nature of these matters, should a security compromise or virus incident occur, Professional agrees that Vumero.com is not liable for the incident (in any way or kind) nor for any repercussions of such an incident (in any way or kind).
Data Retention Policy
Vumero.com stores data for Employers and Professionals. This data includes (but is not limited to) files (when are being sent between parties), text communication and information (such as requirements clarifications), and webcam and screenshot images (on timecard jobs). Vumero.com will make a good faith effort to preserve this data until the jobs is accepted as 100% complete by the Employer. After that point, Vumero.com may delete the information to free up space on its servers. As such, both Employer and Professional agree to make their own copy of all data which they may wish to use afterwards. Since computer systems can fail, Vumero.com highly recommends that both parties do this regularly even before final jobs acceptance to avoid any data loss issues.
Assignment. Professional shall not assign or transfer this Agreement without Vumero.com’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment shall be null and void.
Relationship of the Parties. This Agreement does not create a franchise, joint venture or partnership between the parties. Neither party hereunder is the agent, broker, partner, employee, or legal representative of the other for any purpose, except that Vumero.com is the agent for Professional and Employer in bringing the two, or more, parties together using the Vumero.com Site. Vumero.com shall act as a fiduciary for Employer and Professionals for the limited purpose of collecting and disbursing funds.
Excused Performance. Neither party shall be liable for failure to perform its obligations under this Agreement for causes beyond its reasonable control.
Governing Law; Lawyer/Attorney Fees. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria, Australia. In the event that any dispute or controversy between the parties arises related to the use of any Vumero.com system, service, product or employee, or related to any allegation of defamation regarding any Vumero.com system, service, product or employee, or related to any provision of this Agreement and/or the performance or termination thereof, such dispute or controversy shall be subject to the exclusive jurisdiction of the Victoria state courts and the prevailing party in any such dispute shall recover all of its costs, including reasonable lawyer/attorney’s fees.
Time Limitations. No action, regardless of form, arising out of or related to this agreement may be brought by the Professional more than one year after a cause of action has arisen.
Notices. Notices shall be sufficient only if sent by certified mail or air express, return receipt requested, or personally delivered to a party. Notice by mail shall be deemed received on actual receipt. Notices should be sent to:
Vumero Pty Ltd
Attention: Legal Department
66 King Street, Melbourne, Australia, 3000
No Waiver. The failure of either party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party to thereafter enforce any such provision. Furthermore, any exception to or special treatment of any provision of this Agreement, whether it be a special, a general, or repeated exception or treatment, shall not operate as, or be construed to constitute, a modification of such provision.
Unenforceable Provisions. If any term of this Agreement is found to be illegal or unenforceable, the remaining portions of this Agreement shall remain in effect, provided that the parties agree to negotiate in good faith substitute enforceable terms.
Modifications; Special Agreements; Entire Agreement. Note that Vumero.com reserves the right from time to time to amend, modify or change this agreement. When this happens, Vumero.com shall notate the new information clearly on the Site. Due to the majority of parties requesting not to be contacted via email about updates to the Site, email notice will not always be given. Additionally, due to the financial costs associated with written notices, written notice will not always be given. If you are interested in keeping abreast of the latest changes to this agreement, then please bookmark this page and review it from time to time.
IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY PROVIDING NOTICE TO US. YOUR CONTINUED PARTICIPATION ON VUMERO FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Should Vumero.com and the Professional come to a special understanding not outlined in this Agreement it will be laid out in writing and signed by both parties. This Agreement is the entire understanding between Professional and Vumero.com with respect to the subject matter of this Agreement, and supersedes all (i) proposals, oral or written, (ii) negotiations, conversations or discussions between the parties and (iii) industry custom or past course of dealing, relating to the subject matter.