The following terms of service (the "Terms of Service" or “Agreement”) contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you and yoummday, governs your access to and use of the yoummday online marketplace via www.yoummday.com (the “Website”) or the yoummday mobile application (the “App”), (the Website and App are referred to collectively, as the "Site"), and all services in connection with, and relating to, the use of the Site’s services, which may be o ered, provided or entertained by us, A iliates, or Third Party Providers (collectively, the “Services”).
Yoummday USA LLC is referred hereto as "yoummday", "we", “our”, or "us".
“you”, “your”, “Talent” or “User” means either you individually, your employer, or any entity or organization you represent.
If you want to use our work marketplace or any of our Services, whether just by looking around or by registering an account, you must first read and agree to this Agreement. By using the Site, opening an account, or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree, on behalf of yourself or on behalf of your employer or any other entity (if applicable), to be bound and abide by all agreements which constitute yoummday’s Terms of Service, and you agree that the “Terms of Service” means every agreement linked herein and includes these Terms of Service and our Privacy Policy, including Section 13 which contains an arbitration agreement and class action waiver that applies to claims brought against yoummday. If you don’t understand these Terms of Service or you don’t agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to these Terms of Service, do not click to accept this Agreement, “Login”, “Register for free”, “Join as agent”, or similar, and do not visit the Site, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity. To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a special meaning.
How to sign up for a Talent account and what you need to qualify.
You need to create an account to access our Services, and we must approve your registration.
You must register for an account (an “Account”) with us to access and use certain portions of our Services. Registered users of our Services are either referred to as “Talent(s)”, or “Client(s)”, and unregistered users are “Site Visitors”. “Talent” means any authorized user of the Services, that utilizes the Site to offer, advertise, provide, or receive payment for the provision of freelancer services to Clients. “Client” means any authorized user of the Services, that seeks or obtains Talent services for specific Projects. A “Project” is a specific task, or combination of tasks, for which the Client desires to engage Talents who o er services on the Site.
Your Account registration as a Talent is subject to approval by yoummday. We reserve the right to decline a registration to join yoummday for any lawful reason in our sole discretion, including, but not limited to supply and demand, cost to maintain data, or any other business considerations.
You agree to use our Services only for business purposes and confirm you meet all the requirements set forth in these Terms of Service, including being 18 years old or older.
By registering for an Account and using our Services, you represent that you:
If you do not meet all of the above requirements, including being at least 18 years old, you are prohibited from registering for an Account, accessing, or using the Site or Services.
It is important that you give us accurate personal information during sign-up and keep your account updated if your personal information changes. Providing false, outdated, or incomplete personal information may lead to suspension or closure of your account.
To register for an Account to use our Services as a Talent, you must complete a Talent profile (“Profile”), which consists of information related to you or your business, including, but not limited to, financial account information for Know Your Customer purposes, location information, and further information as might be requested from you as part of the registration process. You consent to your Profile being shown to other registered users. You agree to provide accurate and complete information on your Profile, and on all registration and other forms you access while using our Services or provide to us, and you agree to keep that information current. You agree not to provide any false or misleading information about your identity, financial accounts, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading.
We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
You are responsible for all activity on your Account.
You may not provide others permission to use or access your Account, except that authorized employees or agents may use or access your Account on behalf of your business. You agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. If any other person using your Account violates these Terms of Service, we may terminate or suspend your account, and pursue further legal action.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
You agree that we may verify your identity, location, and business affiliations from time to time.
You agree that we may verify your identity, location, business affiliations, and other personal information from time to time to comply with legal and regulatory requirements, including but not limited to anti-money laundering (AML) and counter-terrorism financing (CTF) laws.
When you register for an Account and periodically thereafter, your Account will be subject to comprehensive verification procedures (collectively, "Know Your Customer" or "KYC" processes). These procedures may include, but are not limited to:
You authorize yoummday, directly or through Third Party Providers, to make any inquiries necessary to verify your identity, financial account information, location, and ability to meet any applicable technical and legal requirements. This authorization includes but is not limited to:
When requested, you must promptly provide us with complete and accurate information about yourself and your business. This includes but is not limited to:
Failure to provide the requested information or documentation may result in limitations on your Account functionality, suspension, or termination of your Account. During the verification process, some Account features may be temporarily limited but will be restored upon successful completion of the verification.
By using our Services, you acknowledge and agree that we may collect, use, and disclose your personal information as necessary to carry out the verification processes described above, subject to our Privacy Policy and applicable laws.
You will keep your username and password secret and will not share them, and you will not use anyone else’s username and password.
Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User.
An overview of our Services and what you're responsible for as a Talent.
The yoummday Site is a work marketplace where Talents and Clients can identify each other, and o er, advertise, buy, and sell freelance services online. You can enter into a Contract, or multiple Contracts, with Clients by accepting an o er to perform services as described by Clients for a fee agreed between you and Client. “Contract” means the contractual provisions between a Client and a Talent governing the services to be performed by a Talent for Client for a Project, including, but not limited to, the fees payable to the Talent as agreed with the Client for the performance of the Talent’s services, and the length of the Project for which Talent has been engaged by Client.
Subject to the Terms of Service, yoummday provides the following Services to Users, including, but not limited to:
When you enter into a Contract with a Client for the purpose of performing freelance services, you agree to use yoummday’s Services exclusively to invoice, receive, and pay any amounts owed under a Contract.
We provide an online platform for you to find and connect with other users; we are not a party to your Contracts with Clients, unless otherwise agreed upon in writing between you and us. You are solely responsible for any content you publish to the Site and for any Contracts you enter into.
yoummday offers a platform that enables users to find one another, enter into service relationships and agreements, receive and provide freelancer services, and make and receive payments. yoummday does not employ Talents. You acknowledge and agree that yoummday does not supervise, direct, control, or monitor you in the performance of any contractual obligations you may have under a Contract, and you agree that:
You further acknowledge and agree that you, and not yoummday, are solely responsible for
All Contracts are directly between you and a Client and yoummday is not a party to those Contracts, unless otherwise agreed to in writing by yoummday.
Nothing in this Agreement is intended to or does prohibit or discourage you from engaging in any other business activities or providing any services through any other channels you choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
By using the Services, you consent to yoummday sharing your information and personal data with Third Party Providers (which may be located in other jurisdictions) to provide and enhance the Services, and acknowledge that yoummday is not liable for their actions except as required by law.
Yoummday may share your personal and transactional information, including your personal data, with our Affiliates and third-party service providers (together referred to as "Third Party Providers") for the purposes of providing, maintaining, and improving the Services. This includes, but is not limited to, verifying information, processing transactions, offering customer support, conducting analytics, and communicating with you. Furthermore, you acknowledge and agree we may collect, use, and share your personal data for commercial purposes, including but not limited to, personalized marketing, advertising, product development, including the training of yoummday’s AI features, and partnership opportunities, subject to applicable law. We may share anonymized or aggregated data with third parties, and, where required by law or applicable regulation, we will seek your consent prior to using identifiable personal information for such purposes. You can review our Privacy Policy for more information and opt-out options. "Affiliates" means any entity that, directly or indirectly, controls, is controlled by, or is under common control with yoummday. For the purposes of this definition, "control" means the ownership of more than 50% of the voting securities or other ownership interest of an entity, or the power to direct the management and policies of that entity, whether through ownership, contractual arrangements, or otherwise.
Yoummday reserves the right to engage Third Party Providers to perform any part of the Services on our behalf. These entities may assist in various operations such as payment processing, verifying information, data hosting, security services, marketing, and other support services necessary to deliver the Services effectively.
You acknowledge and agree that Third Party Providers may be located in jurisdictions other than your own, and as such, your information may be transferred, processed, and stored outside of your country of residence. Yoummday will take reasonable steps to ensure that such entities comply with applicable data protection laws and regulations regarding the transfer and handling of your information.
While yoummday takes reasonable measures to select reputable Third Party Providers, we do not warrant or guarantee the services provided by these entities. Yoummday shall not be held liable for any acts or omissions of Third Party Providers, except as required by law. You agree to release yoummday from any claims, liabilities, or damages arising out of or in any way connected to the services provided by Third Party Providers.
By using the Services, you consent to the sharing of your information with Third Party Providers and acknowledge that such sharing and utilization are necessary for the performance of the Services.
Users may publish or ask yoummday to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk.
You acknowledge and agree that users may publish, and request yoummday to publish on their behalf, information on the Site such as feedback, composite feedback, geographical location, comments, content, text, photographs, images, video, or other content or information that you or any Site Visitor or user post to any part of the Site or provide to yoummday, including such content or information that is originally generated through the use of generative AI tools or as a result of questions. (“User Content”). Such information is based on data that users submit to yoummday and does not constitute an introduction, endorsement, or recommendation by yoummday. You agree that yoummday is not responsible for verifying such information and provides it solely for the convenience of users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site or Services.
You acknowledge and agree that user feedback, such as reviews, benefits the marketplace and its users, and you specifically request and agree that yoummday may make available to other users feedback about users, including you. You acknowledge and agree that any feedback results for you, including, but not limited to, feedback related to your performance on any Project under a Contract, feedback highlighted by yoummday on the Site, or other feedback may include user comments, user ratings, indicators of user satisfaction, and other feedback left by other users.
Yoummday is not responsible for monitoring, influencing, contributing to or censoring these opinions. Yoummday provides its feedback system as a means for users to share their working experiences, and opinions of, with other users publicly, and you acknowledge and agree that such posted content relates only to the business listed in the Profile and not to any individual person.
You understand and agree that submitting content or information to the Site that might be inaccurate, incomplete, delayed, misleading, illegal, o ensive or otherwise harmful is prohibited. Yoummday does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse.
Notwithstanding the foregoing, yoummday reserves the right (but is under no obligation) to remove posted feedback or information that yoummday, at its sole discretion, determines violates the Terms of Service or negatively a ects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of the Site. Accordingly, we reserve the right to suspend or terminate the Account, or access to our Services, of any user who submits inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful content to a Profile or the Site.
We ask you to respect our Terms of Service; if you violate them, we will not tolerate such an act and we may terminate your access to our services. You can’t use our intellectual property, but you can post your own content to the Site. You’re responsible for this content and we’re not responsible for content you come across from other users. If you think someone is using something you’ve copyrighted, just let us know.
Subject to the terms of this Agreement, yoummday grants you a limited, non-exclusive, non-transferable, and revocable license to access and use our Site and Services for your personal or internal business purposes. This license is valid as long as you comply with this Agreement.
We strive to ensure our Services are secure and function properly, but we cannot guarantee uninterrupted access or that the Services will always be error-free. We reserve the right to modify, suspend, or discontinue any part of our Services at any time without prior notice.
We may, at our sole discretion, suspend or terminate your access to the Site and Services at any time, with or without cause or notice. If we terminate your Limited License, you must immediately cease all use of the Site and Services.
All content, features, and functionality on the Site—including but not limited to text, graphics, logos, icons, images, audio clips, video clips, data compilations, and software—is the exclusive property of yoummday, its licensors, or other content providers and is protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.
You are not granted any rights to use any yoummday trademarks, service marks, logos, domain names, or other brand features without our prior written consent. Any other trademarks, service marks, logos, or trade names appearing on the Site are the property of their respective owners.
You are solely responsible for any User Content you post, upload, publish, submit, or transmit through the Site or Services. This includes ensuring that:
You agree to indemnify, defend, and hold harmless yoummday, its affiliates, and Third Party Providers from any claims, liabilities, damages, losses, and expenses arising out of or relating to your User Content.
By posting User Content on or through the Site or Services, you grant yoummday and its a iliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display your User Content in connection with operating and providing the Services.
If your User Content includes your name, likeness, voice, or image, you grant yoummday the right to use these in connection with the Services. For example, if you are a Talent, we may share your profile with Clients who may be interested in your services.
You also grant each user and Site Visitor a non-exclusive license to access and use your User Content through the Site. This includes the right to use, reproduce, distribute, and display your User Content as permitted through the functionality of the Site and under this Agreement.
We may display advertisements or promotional content in connection with your User Content without any compensation to you. We may also include your name or photo when promoting our Services or features.
If you submit comments, ideas, or suggestions to us regarding our Services, you acknowledge that you do so voluntarily and without any expectation of compensation. You grant yoummday a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to use, modify, distribute, and otherwise exploit such comments, ideas, or suggestions for any purpose.
This license survives any termination of this Agreement, and the use of such comments, ideas, or suggestions does not impose any obligations on yoummday to you or any third party.
We respect the intellectual property rights of others and expect our users to do the same. It is our policy to terminate, in appropriate circumstances, the accounts of users who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
If you believe that any content on our Site infringes your copyright under U.S. copyright law, you may request the removal of such content by submitting a written notification to [email protected].
You agree not to use the Site or Services to store, transmit, or distribute any content that infringes any third party's intellectual property rights, including copyrights. This includes unauthorized use of copyrighted material, trademarks, or other proprietary information without the permission of the rights holder.
You may only use our Services for work and to learn from the information we share.
Our Site and Services were made to be used for business, not for personal or consumer use. We run our marketplace to help users find each other, build working relationships, and make and receive payments for that work.
You may also use some of our Services to get information we think might be interesting and useful for our Site Visitors and users – like our blog. While we do our best to make sure that this information is timely and accurate, there might sometimes be mistakes. We don’t make any guarantees about information posted on our Site, so never use it as tax or legal advice. You should always double-check the information for yourself.
Certain uses of the Site are not allowed. Here we go into much more depth about those things, including a. posting unacceptable content, b. acting in a misleading or fraudulent way, c. treating others unfairly, d. abusing our feedback system, and e. other uses that aren’t allowed. In short, you are not allowed to use our Services to do (or encourage others to do) anything that is illegal, fraudulent or harmful.
If you do not see something on one of the lists below, you should not assume it is allowed. When in doubt, contact us to check.
Posting Unacceptable Content - You cannot o er, share, support or try to find anything that:
Acting in a misleading or fraudulent way - you cannot do anything that is dishonest or meant to fool others. You cannot misrepresent yourself, your experience, skills or professional qualifications, or that of others.
This includes:
Similarly, you must always be honest about who is doing the work. That means you cannot:
We are particularly invested in avoiding fraud and misrepresentation when it comes to payments. This means Talents cannot fraudulently charge a Client in any way, including by:
Everyone should be treated fairly and legally on yoummday. You cannot use yoummday to:
yoummday outside of yoummday without the permission of yoummday and such users),
You must use our feedback system honestly and fairly. That means you cannot:
Yoummday relies on technology and trust – here is how we maintain those things.
- bypass any security features we have put in place to restrict how you use the Site – you are not allowed to try and get around restrictions on copying content, interfere with or compromise our systems, server security, or transmissions,
- use a robot, spider, scraper, or similar mechanisms on our Site without written permission,
- copy, distribute, or otherwise use any information you found on yoummday, if whether directly or through third parties (like search engines), without our consent (no scraping allowed),
- collect or use identifiable information, including account names,
- overwhelm the site with an unreasonable or large amount of information,
- introduce any malware or any other code or viruses that could harm us, our customers, or our services,
- access our Services through any technology other than our interface,
- frame or link to the Services without our written permission,
- use our Services to build a similar service, identify or poach our users or publish any performance or benchmark analysis relating to the Site, reverse engineer, decipher, modify, or take source code from our Site that is not open source without our written permission.
This section discusses the relationships you may decide to enter into with another user, including Contracts to sell to, or buy from, another user’s freelancer services.
Users, not yoummday, are responsible for deciding whether to enter into Contracts with other users and for determining what the terms of those Contracts will be.
As provided in Section 2 above, if a Talent and a Client decide to enter into a Contract, such agreement is a contractual relationship directly between the Talent and the Client; yoummday is not a party to any Contract.
In limited circumstances, and subject to an agreement in writing, yoummday may assist in connecting Talents and Clients and assisting with the facilitation and/or storage of Contracts between Talents and Clients using the Services, or may perform certain services on behalf of a Client to organize Client’s virtual customer service or such other services as directed by Client through sub-contracting with Talents. In such event, yoummday does not assume any responsibility for any consequence of users entering into such Contract, and such facilitation does not (a) constitute legal advice, (b) create an attorney-client relationship, or (c) constitute advertising or a solicitation of any type. You should seek legal advice from a licensed attorney for your particular needs.
With respect to any Contract, Talents and Clients may enter into any agreements that they deem appropriate (e.g., confidentiality agreements, non-compete agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand yoummday’s rights and obligations under these Terms of Service.
You acknowledge and agree that all payments between users in relation to a Contract will be handled exclusively by yoummday via the Site.
You agree to try to resolve your disputes with other users by following the dispute resolution process described herein, and in accordance with your Contract, as applicable.
You agree and acknowledge that you will notify us about all claims, disputes or other disagreements between you and another user by sending a support email to [email protected], including your Account username, your name, your address, your telephone number, your email address, and a statement explaining your concern and a request for non-binding dispute assistance (a “Dispute Notice”). Yoummday will attempt to assist by reviewing the Dispute Notice and proposing a mutual, non-binding resolution. You agree further that, for forty-five (45) days following the transmission of a Dispute Notice to yoummday by yourself or another user, you will cooperate and assist yoummday to resolve the dispute with another user amicably and in good faith (the “Dispute Assistance Program”).
All claims filed or brought contrary to the Dispute Assistance Program will be considered improperly filed, unless otherwise required by law, and yoummday will have the right to take any other action, including suspension or termination of your Account, as defined in this Agreement, which may impact your ability to withdraw funds, and any other legal action as yoummday deems appropriate in its sole discretion.
For disputes brought in accordance with the Dispute Assistance Program, you agree to abide by the dispute resolution process described herein, and your Contract, as applicable. If yoummday does not assist satisfactorily to resolve your dispute within the forty-five (45) days following the Dispute Notice, or such additional time the parties may be willing to grant yoummday to resolve any dispute, you may pursue your dispute independently, but you acknowledge and agree that yoummday will not and is not obligated to provide any further dispute resolution assistance.
You agree that yoummday is providing assistance to facilitate a good faith e ort of the Users to come to an amicable resolution of their dispute. You understand and agree that yoummday’s attempts at facilitating such an amicable resolution may not be successful in every instance, and that yoummday is not responsible for the outcome of any dispute, whether brought through the Dispute Assistance Program or not. You agree to indemnify and hold harmless yoummday from any claims or liabilities arising out of disputes between you and other Users, including those facilitated through the Dispute Assistance Program. You release yoummday from any and all claims or damages arising from any dispute you have with any other User, including those related to transactions, communications, or interactions on the platform, as well as those related to the Dispute Assistance Program.
We may execute any of our powers and perform any of our duties under the Dispute Assistance Program and these Terms of Service directly or through agents or attorneys and may consult with counsel, accountants, and other skilled persons to be selected and retained by us. If Talent or Client seeks an order from an arbitrator or court that might direct yoummday or our A iliates to take or refrain from taking any action with respect to any dispute, that party will:
a. give us at least ten (10) business days’ prior notice of the hearing on the order,
b. include in any such order a provision that, as a precondition to any obligation affecting yoummday, we be paid in full for any amounts to which we would otherwise be entitled, and
c. include in any such order a provision that, as a precondition to any obligation affecting yoummday, yoummday be paid for the reasonable value of the services the order obligates us to undertake.
Talents and Clients may agree to their own confidentiality terms when entering into a Contract, or as part of preparing for, or negotiating a Contract. If users do not agree to confidentiality terms, the terms here apply. You agree to keep other users’ confidential information a secret.
Talents and Clients may agree to their own confidentiality terms when entering into a Contract or as part of preparing for or negotiating a Contract. If users do not agree to confidentiality terms, the terms below apply. You agree to keep other users’ Confidential Information secret and secure.
“Confidential Information” means any material or information provided to, or created by, a user to evaluate a Project or the suitability of another user for the Project, or provided in connection with a Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that:
To the extent a user provides Confidential Information to another user, the recipient shall:
Nothing in this Agreement shall be construed as granting or conferring any rights by license or otherwise in any Confidential Information, except as expressly provided herein.
The obligations of confidentiality and non-disclosure under this section shall survive the termination or expiration of any Contracts between users for a period of two (2) years thereafter.
Users specifically agree that this section applies to information exchanged for purposes relating to evaluating whether to enter into a Contract, even if such Contract is never agreed to.
You agree that yoummday exclusively invoices, collects, holds and pays amounts due under, or in relation to, any Contract. You agree that, for billing and payment purposes, Clients purchase services from yoummday, which invoices and collects amounts owed to yoummday, and yoummday separately pays Talent from its own funds pursuant to these Terms. Yoummday does not hold or transmit Client funds on behalf of Talent, is not a bank, escrow agent, or money transmitter, and no trust, bailment, or escrow is created, and you agree that we may collect certain taxes.
Yoummday invoices and collects amounts owed to yoummday, and, separately, yoummday pays Talent pursuant to these Terms.
We invoice, collect, hold and settle any amounts payable to you under any Contracts with Clients. You understand that you are prohibited to agree or receive any payments under any Contract outside of the Site’ Services. You understand that all billing to Clients is between Clients and yoummday, and that you are prohibited from agreeing to or receiving any payments under any Contract outside of the Site’ Services Site or Services.
Each Talent hereby appoints yoummday for the limited purpose of invoicing, receiving, holding, and settling payments from Clients under any Contract pursuant to this Agreement. Each Talent further agrees and understands that a payment received by yoummday from a Client, on Talent’s behalf, shall be considered the same as payment made directly to the Talent. Such payment shall be deemed to satisfy the Client’s obligation to pay Talent, and the Talent will provide its services to the Client in the agreed-upon manner as if the Talent had received the payment directly from the Client.
Each Talent understands that yoummday’s obligation to pay the Talent is subject to, and conditional upon, successful receipt of the associated payments from the Client. Talent further agrees that yoummday is not required to settle such payment to Talent in the event that Client initiates a chargeback, ACH return, or otherwise disputes the payment. In the event that yoummday does not make a payment to Talent as required by this Agreement, Talent will have recourse against only yoummday and not against Client. In the event yoummday accepts appointment for the limited purpose of invoicing, receiving, holding, and settling payments of the Talent, yoummday assumes no liability for any acts or omissions of the Talent.
Each Client acknowledges and agrees that, notwithstanding the fact that yoummday is not a party to the agreement between the Client and the Talent, yoummday may collect each Talent’s payment for the limited purpose of accepting payments from the Client on behalf of the Talent. Upon a Client’s payment of the funds to yoummday, the Client’s payment obligation to the Talent for the agreed upon amount is extinguished, and yoummday is responsible for remitting the funds successfully received by yoummday to the Talent in the manner described in this Agreement.
Talents are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.
You acknowledge and agree that you are solely responsible for:
a. all tax liability associated with payments received from the Clients you have performed services for under any Contract and through yoummday, and that Yoummday will not withhold any taxes from payments to you unless required to under applicable law;
b. obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed or required by law, and that you are not covered by or eligible for any insurance from yoummday;
c. determining and fulfilling your obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges.
At the request of yoummday, you agree to promptly cooperate with yoummday and provide copies of your tax returns, other records and documents as may be reasonably requested for purposes of verification that you are engaging in an independent business as represented to yoummday. yoummday may collect, report, and/or issue tax forms (including 1099-series/1099-K) where required by law.
6.3 Client Payments on Contracts
This section describes when and how Client payments are made on Contracts with Talents and how Talent payouts occur.
yoummday, on behalf of any Talent under a Contract with the respective Client, will invoice Client for services provided on a monthly basis through the Site. Unless Client is eligible, at yoummday’s sole discretion, to pay for services provided by Talent upon receipt of the respective invoice (the “Managed Service”), Client has pre-funded its Account through the available options on the Site (the “Self-Service”), and payments due the Talent under a Contract are disbursed accordingly by yoummday. In the event Client is eligible for Managed Services, yoummday may choose to pay Talent from its own funds according to the payout schedule applicable to the Contract once services are completed and accepted. You authorize yoummday to debit/credit your designated accounts for adjustments, error corrections, or recovery of overpayments.
In the event yoummday has chosen to pay Talent from its own funds for services performed under a Contract due to agreement with a Managed Service Client or an actual lack of pre-funding by Client, yoummday will invoice Talent two and nine tenths percent (2.9 %) of the compensation due to Talent for such services (the “Interest Fee”). The Interest Fee will be deducted from any pay-out to Talent in accordance with the payout schedule applicable to the Contract once services are completed and accepted.
yoummday is under no obligation to introduce Talents to Clients, but may do so at yoummday’s own choosing.
yoummday o ers a platform that enables Talents to introduce themselves and may from time-to-time highlight Projects, Clients or Talents that may be of interest. Clients pay yoummday a fee for accessing the Services, and for the administration and facilitation of payments related to the Talents under any Contract entered into through the Site. Therefore, yoummday does not charge a fee when a Talent finds a suitable Client or Project, or Clients find a suitable Talent. In addition, yoummday does not charge any fee or dues for posting or viewing feedback.
We only agree to perform such duties as are expressly set forth in this Agreement and the applicable Terms of Service, and no other duties will be implied. If a Client, or Talent, reasonably disputes the quality or completion of services provided by a Talent under a Contract, or any other provision of a Contract potentially entitling Talent to a payment, then both, Client and Talent agree that yoummday shall have no payment obligations to any party and may withhold or delay any disputed portion of a payment until such dispute is resolved in accordance with section 3.2 of this Agreement, and the further Terms of Service. yoummday’s obligation to settle any payment is expressly conditioned upon extends only to resolution of all outstanding disputes with respect to such payment.
In the event of a dispute between Talent and Client about payments due under a Contract, you acknowledge and agree that
a. yoummday has no liability under, and no duty to inquire as to, the provisions of any Contract or other agreement between Talent and Client, other than the Terms of Service (including this Agreement);
b. yoummday will have no duty to inquire about or investigate any Contract, agreement or communication between Client and Talent, even if posted to the Site, unless required by statutory duty;
c. yoummday has the right to rely upon, and will not be liable for relying on, any written notice, instruction, or request furnished to us by Client or Talent in accordance with this Agreement, or the applicable Terms of Service, if we reasonably believe that such notice, instruction, or request is genuine and that it is signed or presented by the proper party or parties;
d. yoummday has no duty to inquire about or investigate the validity, accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments or releases that may be due to or from any User.
This Section 6 (including payment authorizations and cooperation obligations) survives termination of the Terms and your account.
You agree to communicate through the Site and make and receive payments only through the Site for two years from the date you first identify or meet your Client or Talent on the Site, unless you pay a Conversion Fee. Violations of this Section constitute a serious breach and may result in permanent suspension of your Account.
You agree to exclusively use yoummday to make or receive payments for work that arises out of a relationship you made, or user you identified, through the Site for two years from the date you first established the relationship or identified such user (a “yoummday Relationship”).
You acknowledge and agree that a substantial portion of the compensation yoummday receives for making the Site available to you is collected through the fees yoummday charges its Clients as described above and that in exchange, you are provided with substantial value through the yoummday Relationships you make with other users identified through the Services. Yoummday only receives fees when a Client and a Talent execute payments through the Site. Therefore, for twenty-four (24) months from the start of a yoummday Relationship (the “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that user or arising from that yoummday Relationship and not to circumvent the Site payment services, unless you pay a fee to take the relationship o of the Site (the “Conversion Fee”).
If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other user. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another user worked together before meeting on the Site, then the Non-Circumvention Period does not apply. You agree that during the Non-Circumvention Period you will not:
You agree to notify yoummday immediately if a person suggests making or receiving payments other than through the Site in violation this section or if you receive unsolicited contact outside of the Site.
If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to yoummday at [email protected] .
You acknowledge and agree that a violation of this Section 7 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee. This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other user you wish to continue working with after you cease using the Site.
You may opt out of the non-circumvention agreement if you pay a fee. You are responsible for the fee whether you let us know, or not.
You may opt out of the non-circumvention obligations of this Agreement with respect to each yoummday Relationship only if the Client or Talent pays yoummday a Conversion Fee, which is a minimum of $1,000 USD and up to $50,000 USD for each yoummday Relationship. The Conversion Fee will be determined by yoummday, in its sole and absolute discretion. You agree that yoummday's determination of the Conversion Fee amount is final and binding, and you shall not challenge or dispute the amount assessed.
To initiate the opt-out process and pay the Conversion Fee, you must contact yoummday and request to opt out. Upon receipt of the Conversion Fee, yoummday will provide written confirmation that you are released from the non-circumvention obligations with respect to the specified yoummday Relationship.
If you breach the non-circumvention obligations by making or receiving payments outside of the Site without paying the Conversion Fee or notifying yoummday, in addition to the Conversion Fee, you agree to pay any additional fees and costs incurred by yoummday as a result of your breach, including but not limited to reasonable internal and external expenses and attorneys’ fees related to investigating the breach and collecting the Conversion Fee and associated costs.
We may, to the maximum extent permitted by law, charge your Account balance and/or payment method for the Conversion Fee, or send you an invoice for the Conversion Fee, which you agree to pay within 30 days, and charge you (in the same manner) for all reasonable expenses, including attorneys’ fees, related to investigating such breach and collecting such fees.
You acknowledge and agree that the Conversion Fee applies whether you opt to pay it proactively to work outside the Site or if yoummday discovers that you have breached the non-circumvention obligations. You further agree that violations of this Section constitute a material breach of the Terms of Service, causing significant harm to yoummday, and that yoummday is entitled to pursue all remedies available under law and equity.
We are not responsible for the quality, safety, or reliability of our Services.
You understand that we cannot and do not guarantee or warrant that the Site, or that files available for downloading from the internet or the Site, will be free of viruses or other destructive code. You are responsible for implementing su icient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SITE LINKED TO IT.
YOUR USE OF THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE IS AT YOUR OWN RISK. THE SITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Any liability we may have to you is limited.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL YOUMMDAY, ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR MANAGERS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR IN CONNECTION WITH:
THIS INCLUDES ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN ND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF PRODUCTION, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, STRICT LIABILITY, OR OTHERWISE, EVEN IF FORESEEABLE OR EVEN IF YOUMMDAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ADDITIONALLY, IN NO EVENT WILL YOUMMDAY'S LIABILITY TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TERMS OF SERVICE EXCEED THE LESSER OF:
THE LIMITATION OF LIABILITY SET FORTH ABOVE DOES NOT APPLY TO LIABILITY RESULTING FROM OUR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
You agree not to hold us responsible for any dispute you may have with another user.
In recognition of the fact that yoummday is not a party to any contract between users, you hereby release yoummday, our A iliates, and our respective o icers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another user, or with the Site or Services, whether it be at law or in equity that exist as of the time you enter into this Agreement.
This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the freelancer services provided to Client by a Talent and requests for refunds based upon disputes.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below.
You will indemnify, defend, and hold harmless yoummday, our A iliates, and our respective directors, officers, employees, representatives, and Third Party Providers, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of:
a. your or your agents’ use of the Services, including any payment obligations or default incurred through use of the Services;
b. any work product or User Content related to your use of the Services;
c. any Contract entered into by you or your agents, including, but not limited to, the classification of a Talent as an independent contractor, an employee, or any employment-related claims;
d. your or your agents’ failure to comply with these Terms of Service;
e. you or your agents’ failure to comply with applicable law;
f. negligence, willful misconduct, or fraud by you or your agents; and
g. you or your agents’ violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 11, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
This section discusses when and how long this Agreement will last, when and how either you or yoummday can end this Agreement, and what happens if either of us ends the Agreement.
You and yoummday both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.
Unless both you and Yoummday expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, except as otherwise provided in this Agreement.
You may provide written notice to [email protected]. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.
You agree that yoummday is not a party to any Contract between users. Consequently, you understand and acknowledge that termination of this Agreement (or an attempt to terminate this Agreement) does not terminate or otherwise impact any Contract or Project entered into between users. If you attempt to terminate this Agreement while having one or more open Projects, you agree that
Without limiting yoummday’s other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if:
If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without yoummday’s prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that your obligations under the non-circumvention provisions survive termination of this Agreement. This means that even after termination, you are prohibited from circumventing the Site’s payment system as described in Section 7, and you remain liable for any Conversion Fees and additional costs if you engage in such activities.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of users’ Account status to all users, including you and other users who have entered into Contracts with you. You therefore agree that: if yoummday decides to temporarily or permanently close your account, yoummday has the right (but no obligation) where allowed by law to:
You agree that yoummday will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure.
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which yoummday expressly disclaims liability. Yoummday may retain some or all of your Account information as permitted or required by law and our Privacy Policy.
After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions referring, in whole or in part, to arbitration, audits, intellectual property, payment obligations, non-circumvention, indemnification, warranties, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or yoummday from any obligations incurred prior to termination of this Agreement or that may accrue related to any act or omission prior to such termination.
Section 13 discusses your agreement with yoummday and our agreement with you about how we will resolve any disputes between us, including that we will both first try to resolve any dispute informally that we both agree to use arbitration instead of going to court or using a jury if we can’t resolve the dispute informally.
Please read the following paragraphs carefully because they require you and us to agree to resolve disputes between you and us through binding individual arbitration.
If a dispute arises between you and yoummday or our A iliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, yoummday, and our A iliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to these Terms of Service, your relationship with yoummday (including without limitation any claimed employment with yoummday or one of our Affiliates or successors), the termination of your relationship with yoummday, or the Services (each a “Claim” and collectively, “Claims”) through binding arbitration on an individual basis in accordance with this Section 13 (sometimes referred to as the “Arbitration Provision”).
By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator’s decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act (“FAA”).
These Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of law provisions.
However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
Before serving a demand for arbitration of a Claim, you and yoummday agree to first notify each other of the Claim. You agree to notify yoummday of the Claim by email to [email protected] and yoummday agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and yoummday then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or yoummday, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and yoummday will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim and avoid the need for further action.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, yoummday, and our A iliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
This Arbitration Provision applies to any Claim the parties may have, whether based on past, present, or future events, and includes all claims and disputes that arose between the parties before the e ective date of this Agreement, and survives after your relationship with yoummday ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to these Terms of Service. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration.
Except as otherwise provided in this Agreement, arbitration will be conducted in Miami-Dade County, Florida. The arbitration will be administered by JAMS. For disputes in which all disclosed claims and counterclaims do not exceed $250,000 (exclusive of interest and attorneys’ fees), the JAMS Streamlined Arbitration Rules & Procedures apply. All other disputes will proceed under the JAMS Comprehensive Arbitration Rules & Procedures (including the Optional Expedited Procedures in Rules 16.1–16.2). In the event 25 or more substantially similar Demands are filed by or with the same counsel within 90 days, the JAMS Mass Arbitration Procedures and Guidelines will govern to the extent applicable. The Federal Arbitration Act governs this Section; otherwise Florida law governs these Terms. JAMS Consumer Arbitration Minimum Standards or Employment Arbitration Rules apply as required by law.
You and yoummday will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.
Either party may bring an individual action in small-claims court in a jurisdiction that can lawfully hear it, instead of arbitration.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to 24arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable, except as set forth in Section 13.4.3 below.
This Arbitration Provision a ects your ability to participate in class or collective actions. Both you and yoummday agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Yoummday may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
Additional terms of the agreement between you and yoummday, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.
These Terms of Service and the Privacy Policy are the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the e ective date of this Agreement. The only exception to this is an individual agreement for services executed by a duly authorized representative of yoummday (“Contract for Managed Services”), in which cases these Terms of Service are superseded to the extent stated in such Contract for Managed Services, but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Managed Services Agreement.
We may modify these terms from time to time and will provide you reasonable advance notice of substantial changes.
Subject to the conditions set forth herein, yoummday may amend this Agreement at any time by posting a revised version on the Site. yoummday will provide reasonable advance notice of any amendment that includes a Substantial Change, by posting the updated Terms of Service on the Site and providing notice on the Site or by email. “Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities. If the Substantial Change includes an increase to Fees charged by Yoummday, Yoummday will provide at least fifteen (15) days’ advance notice of 25the change, but may not provide any advance notice for changes resulting in a reduction in fees, any temporary or promotional fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take e ect on the noted e ective date. No modification or amendment to the Terms of Service will be binding upon yoummday unless they are agreed in a written instrument signed by a duly authorized representative of yoummday or posted on the Site by yoummday.
Our failure to act with respect to a violation of the Terms of Service by you or others does not waive our right to act with respect to the respective, subsequent or similar breaches. We do not guarantee we will take action against all breaches of the Terms of Service.
You may not transfer any rights you have under our Terms of Service unless we give you approval. We may assign or transfer this Agreement (in whole or part) without consent, including to an A iliate or in connection with a merger, sale, or reorganization
If any provision of these Terms of Service is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of the Terms of Service will continue in full force and effect. To the extent any provision of these Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ine ective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement.
The parties to these Terms of Service, will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, epidemics, telecommunications or internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
Yoummday makes no representations that the Site or Services are appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, 26transfer, divert, or otherwise dispose of any service to any end user without obtaining any and all required authorizations from the appropriate government authorities.
You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are:
a. a citizen or resident of a geographic area in which access to or use of the Site or Services is prohibited by applicable law, decree, regulation, treaty, or administrative act;
b. a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or
c. an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation.
You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.
By providing your mobile number, e-mail address, or any other contact information, you agree to be contacted by yoummday by the methods provided, including calls, short message service (“SMS”), texts, and e-mails. These communications may include service-related or information messages and other notifications related to the Services or the Site. Depending on your mobile carrier, you may be charged message and data rates. Note that withdrawing consent may limit the information you receive and limit the functionality of the Site and Services.
yoummday may also record all or part of your communications with us, Clients, or Talents for quality assurance, training, and service delivery purposes, such as to improve our Services and Site, including the training of its AI applications. Recorded communications include audio and video. These recordings are kept confidential, and will not be displayed to the public unless required by law, such as in response to a court order. Your use of the Site constitutes agreement and consent to these recording practices and purposes, as outlined in the Privacy Policy.
By using the Site, accessing your Account, or sending us e-mails, messages, or other communications by way of any device, you are communicating with us electronically. By engaging in these types of activities, you consent to receive electronic communications from us.
In addition, you acknowledge and agree that:
By clicking "I Agree," "Join," or similar buttons or links as may be designated by yoummday to show your approval of any foregoing texts, you are entering into a legally binding contract and agree to the terms and conditions of these Terms of Service electronically. You agree that your electronic signature is the legal equivalent of your manual signature and that you are bound by these Terms of Service and all incorporated policies and agreements.
These Terms of Service are intended solely for the benefit of yoummday and its users. Nothing in these Terms of Service, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms of Service.
The headings and subheadings used in these Terms of Service are included for convenience only and shall not limit or otherwise a ect the terms of these Terms of Service. They do not have any legal or contractual effect.