Terms of Use

Effective Date: April 10, 2016

Acceptance of the Terms of Use

Welcome to the website of Relode, LLC ("Relode", "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these "Terms of Use"), govern your access to and use of www.relode.com, including any content, functionality and services offered on or through www.relode.com (the "Relode Platform"), whether as a guest or a registered user.

Please read the Terms of Use carefully before you start to use the Relode Platform. By using the Relode Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the Relode Platform.

The Relode Platform is offered and available to users who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Relode Platform, you represent and warrant that you are of legal age to form a binding contract with Relode and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Relode Platform.

Additional terms and conditions may also apply to specific portions, services or features of the Relode Platform. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Use.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Relode Platform thereafter.

Your continued use of the Relode Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Accessing the Relode Platform and Account Security

We reserve the right to withdraw or amend the Relode Platform, and any service or material we provide on the Relode Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Relode Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Relode Platform, or the entire Relode Platform for all  users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Relode Platform.
  • Ensuring that all persons who access the Relode Platform through your internet connection are aware of these Terms of Use and comply with them.

To access the Relode Platform including any resources it offers, you may be asked to provide certain registration details and additional information. It is a condition of your use of the Relode Platform that all the information you provide on the Relode Platform is correct, current and complete. You agree that all information you provide to register with the Relode Platform or otherwise, including but not limited to through the use of any interactive features on the Relode Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Relode Platform or portions of it using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Intellectual Property Rights

The Relode Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Relode, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the Relode Platform, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • You may print or download one copy of a reasonable number of pages of the Relode Platform for your own personal or commercial use and not for further reproduction, publication or distribution.
  • If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal or commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from this site.
  • Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.

If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Relode Platform in breach of the Terms of Use, your right to use the Relode Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Relode Platform or any content on the Relode Platform is transferred to you, and all rights not expressly granted are reserved by Relode. Any use of the Relode Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

Trademarks

The Relode name, the Relode logo and all related names, logos, product and service names, designs and slogans are trademarks of Relode or its affiliates or licensors. You must not use such marks without the prior written permission of Relode. All other names, logos, product and service names, designs and slogans on the Relode Platform are the trademarks of their respective owners.

Prohibited Uses

You may use the Relode Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Relode Platform:

  • In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
  • For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use.
  • To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any "junk mail", "chain letter" or "spam" or any other similar solicitation.
  • To impersonate or attempt to impersonate Relode, a Relode employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
  • To engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Relode Platform, or which, as determined by us, may harm Relode or users of the Relode Platform or expose them to liability.

Additionally, you agree not to:

  • Use the Relode Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Relode Platform, including their ability to engage in real time activities through the Relode Platform.
  • Use any robot, spider or other automatic device, process or means to access the Relode Platform for any purpose, including monitoring or copying any of the material on the Relode Platform.
  • Use any manual process to monitor or copy any of the material on the Relode Platform or for any other unauthorized purpose without our prior written consent.
  • Use any device, software or routine that interferes with the proper working of the Relode Platform.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Relode Platform, the server on which the Relode Platform is stored, or any server, computer or database connected to the Relode Platform.
  • Attack the Relode Platform via a denial-of-service attack or a distributed denial-of-service attack.
  • Otherwise attempt to interfere with the proper working of the Relode Platform.
  • Listing a proposed transaction on the Relode Platform and then completing that transaction outside of the Relode Platform.

User Contributions

The Relode Platform may contain message boards, electronic file storage, personal web pages or profiles, forums and other interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Relode Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

By providing any User Contribution on the Relode Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material according to your account settings and your direction.

You represent and warrant that:

  • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
  • All of your User Contributions do and will comply with these Terms of Use.

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Relode, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Relode Platform.

Monitoring and Enforcement; Termination

We have the right to:

  • Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
  • Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms of Use, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Relode Platform or the public or could create liability for Relode.
  • Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
  • Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Relode Platform.
  • Terminate or suspend your access to all or part of the Relode Platform for any or no reason, including without limitation, any violation of these Terms of Use.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Relode Platform. YOU WAIVE AND HOLD HARMLESS RELODE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we cannot review material before it is posted on the Relode Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards

These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
  • Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy Policy.
  • Be likely to deceive any person.
  • Promote any illegal activity, or advocate, promote or assist any unlawful act.
  • Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person or organization.
  • Involve unauthorized commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
  • Give the impression that they emanate from or are endorsed by Relode or any other person or entity, if this is not the case.

Copyright Infringement

If you believe that any User Contributions violate your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement. It is the policy of Relode to terminate the user accounts of repeat infringers.

Reliance on Information Posted

The information presented on or through the Relode Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Relode Platform, or by anyone who may be informed of any of its contents.

The Relode Platform includes content provided by third parties, including materials provided by other users and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Relode, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Relode. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Changes to the Relode Platform

We may update the content on the Relode Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Relode Platform may be out of date at any given time, and we are under no obligation to update such material.

Information about You and Your Visits to the Relode Platform

All information we collect on the Relode Platform is subject to our Privacy Policy. By using the Relode Platform, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

Paid Recruiting Services

The Relode Platform has been created to offer a number of web-based services to users requesting recruiting services to be performed (each, and you in such capacity, a “Client”, and such recruiting services, the “Recruiting Services”) and individuals having obtained the conditions required by the site (each, and you in such capacity, an “Agent”). Under these Terms of Use, Relode provides services to you in your capacity as either a Client or Agent.  For clarity, the term “you”, as used in these Terms of Use, may mean “Client” and/or “Agent”.  Our services include curating Clients and Agents, facilitating the formation of contracts between Clients and Agents and managing disputes related to those contracts.  Clients post jobs and invite Agents to submit candidates.  Agents, in turn, post profiles and submit candidates for jobs.  If a Client and Agent agree on terms, a contract is formed directly between such Client and Agent subject to the provisions set forth in the Recruiting Agreement Policy (each such contract, a “Recruiting Contract”).  Relode collects payment (a “Service Charge”) from Clients in connection with the Client’s hire of an Agent’s submitted candidates through the Relode Platform.  Relode then pays Agents on behalf of Clients upon engagement of a submitted candidate.  The Agent will be charged a “Transaction Fee” calculated as a percentage of the total amount of the Service Charge. The Transaction Fee will be deducted against the applicable Service Charge and the remaining balance will be paid to the Agent.

When you elect to enter into a Recruiting Contract from us you are agreeing that: (i) you will fulfill your obligation to pay for the Recruiting Contract by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) we have permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we are authorized to charge you for the Recruiting Contract using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable to the Recruiting Contract you are buying. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs we incur as a result of your failure to pay on a timely basis.

You agree to pay the charges for the Recruiting Contract in the currency specified by us (or any reseller or payment processor from which you may purchase the Recruiting Contract) when you purchase the Recruiting Contract and assume all risks associated with any changing value in the currency compared with other currencies. The specified charge for a Recruiting Contract may include certain taxes and delivery or similar charges applicable to your purchase. If any tax or charge applicable to a purchase is not charged by us, you acknowledge that you are solely responsible for paying the tax or other charge.

Our prices for a Recruiting Contract do not include any of the third-party fees you incur in connection with using a Recruiting Contract including, without limitation, fees charged by your Internet access provider, any wireless carrier charges for data services and any other third party applications or services with which you may use the Recruiting Contract; you are responsible for selecting and managing these other services, and paying the fees for such services.

We may add new fees and charges for certain features or to reflect a change in business or legal rules, but we will send advance notice of these changes by email to the address in your account information.

We accept certain debit and credit cards as well as other forms of cash payment (e.g., check, bank transfer, Paypal transfers) as payment methods (each, an “Accepted Payment Method”) for Recruiting Contracts, subject to the procedures and rules contained in these Terms of Use and any applicable contract with the Accepted Payment Method. Accepted Payment Methods may vary by country, by Recruiting Contract and may change from time to time. When you purchase with an Accepted Payment Method, the fees for your Recruiting Contract will be billed on the agreed-upon-date as outlined in the Recruiting Agreement Policy. In addition, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your purchase.

If Client fails to pay amounts due under this agreement, whether by canceling Client’s credit card, initiating an improper chargeback or any other means, Client’s Relode account will be suspended, no additional payments will be processed, and any work-in-progress will be stopped.  Without limiting other available remedies, Client must reimburse Relode for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneysʼ fees and other costs of collection as allowed by law. In its discretion, Relode may setoff amounts due against other amounts received from or held for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.

Exclusivity

You acknowledge and agree that a substantial portion of the compensation Relode receives for making the Relode Platform available to you is collected from the Transaction Fee (as defined above).  Therefore, for twelve (12) months from the time you identify or are identified by any party through the Site, you must use the Site as your exclusive method to request work and make and receive all payments for work, directly or indirectly, with that party or arising out of your relationship with that party.

Disintermediation

Client will make all payments relating to, or in any way connected with, Recruiting Contracts through the Relode Platform. Any action that encourages or solicits complete or partial payment outside of the Relode Platform is a violation of this Agreement. Should a Client be found in violation of this section, it will owe Relode an amount with respect to each Paid Service equal to the greater of (a) US$2,500; or (b) the applicable fees had the payments been processed through the Relode Platform, plus 18%.

YOU WILL NOTIFY RELODE IMMEDIATELY IF ANOTHER PERSON IMPROPERLY CONTACTS YOU OR SUGGESTS MAKING OR RECEIVING PAYMENTS OUTSIDE OF THE SITE. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Relode by sending an email message to: support@relode.com.

Tax Reporting

Relode is a third party processor, and pursuant to Section 6050W of the Internal Revenue Code, Relode will provide a 1099-K form to the Internal Revenue Service for any Agent based in the United States who is paid over $20,000 through the Relode Platform and participates in over 200 Recruiting Contracts in a single calendar year.

Except as provided for above, Relode will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Service Charges and Agent will be solely responsible for: (a) determining whether Agent is required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the Service Charges, and filing any such tax forms and remitting any such taxes or charges to the appropriate authorities. Relode will have the right, but not the obligation, to audit and monitor Agentʼs compliance with applicable tax laws as required by this section. Further, in the event of an audit of Relode, Agent agrees to promptly cooperate with Relode and provide copies of Agentʼs tax returns, and other documents as may be reasonably requested for purposes of such audit.

Your Acknowledgment of Relode’s Role

You expressly acknowledge, agree and understand that: (i) the Relode Platform is merely a venue where users may act as either Clients or Agents; (ii) Relode is not a party to any Recruiting Contracts between Clients and Agents; (iii) you recognize, acknowledge and agree that you are not an employee of Relode and that Relode does not, in any way, supervise, direct, or control your work or Recruiting Contract s; (iv) Relode will not have any liability or obligations under or related to Recruiting Contracts or any acts or omissions by you or other users; (v) Relode has no control over Agents or over the Recruiting Contracts promised or rendered by Agents; and, (vi) Relode makes no representations as to the reliability, capability, or qualifications of any Agent or the quality, security or legality of any Recruiting Contracts, and Relode disclaims any and all liability relating thereto.

Relode does not introduce Agents to Clients or help Agents find their work, however, Relode does provide search tools and automatic email notifications that may facilitate such introductions. Relode merely makes the Relode Platform available to enable Agents to identify and determine the suitability of Clients for themselves, and to enable Clients to identify and determine the suitability of Agents for themselves. Relode does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Recruiting Contracts advertised, the truth or accuracy of listings, the qualifications, background, or identities of users, the ability of Agents to deliver Services, the ability of Clients to pay for Recruiting Contracts, or that a Client or Agent can or will actually complete a transaction.

Relode is not required to and does not verify any information given to us by Agents or Clients, nor does Relode perform background checks on Agents or Clients. Relode may provide information about an Agent or Client, such as a strength or risk score, geographical location or third party feedback, background check or verification of identity or credentials. However, such information is based solely on data that Agent or Client submits. Relode provides such information solely for the convenience of its users and is not an introduction, endorsement or recommendation by Relode.

Linking to the Relode Platform and Social Media Features

You may link to our homepage, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part.

The Relode Platform may provide certain social media features that enable you to:

  • Link from your own or certain third-party websites to certain content on the Relode Platform.
  • Send e-mails or other communications with certain content, or links to certain content, on the Relode Platform.
  • Cause limited portions of content on the Relode Platform to be displayed or appear to be displayed on your own or certain third-party websites.

You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

  • Establish a link from any website that is not owned by you.
  • Cause the Relode Platform or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site.
  • Link to any part of the Relode Platform other than the homepage.
  • Otherwise take any action with respect to the materials on the Relode Platform that is inconsistent with any other provision of these Terms of Use.

The website from which you are linking, or on which you make certain content accessible, must comply in all respects with the Content Standards set out in these Terms of Use.

You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

We may disable all or any social media features and any links at any time without notice in our discretion.

Links from the Relode Platform

If the Relode Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Relode Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

Geographic Restrictions

The owner of the Relode Platform is based in the state of Tennessee in the United States. We provide the Relode Platform for use only by persons located in the United States. We make no claims that the Relode Platform or any of its content is accessible or appropriate outside of the United States. Access to the Relode Platform may not be legal by certain persons or in certain countries. If you access the Relode Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Relode Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient 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. 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.

YOUR USE OF THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER RELODE NOR ANY PERSON ASSOCIATED WITH RELODE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER RELODE NOR ANYONE ASSOCIATED WITH RELODE REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE 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 WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

RELODE 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 WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability

IN NO EVENT WILL RELODE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnification

You agree to defend, indemnify and hold harmless Relode, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Relode Platform, including, but not limited to, your User Contributions, any use of the Relode Platform's content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the Relode Platform.

Governing Law, Jurisdiction and Arbitration

All matters relating to the Relode Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule (whether of the State of Tennessee or any other jurisdiction).

Except as set forth below, any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Relode Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Tennessee in each case located in the County of Williamson although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

If you reside in the United States or are otherwise subject to the US Federal Arbitration Act, you and Relode agree that any and all disputes or claims that have arisen or may arise between you and Relode (except any dispute relating to the enforcement or validity of your, our or either of our licensors’ intellectual property rights) shall be resolved exclusively through final and binding arbitration, rather than in court, except that you may assert claims in small claims court, if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this section.

Our arbitration proceedings would be conducted by the American Arbitration Association ("AAA") under its rules and procedures applicable at that time, including the AAA's Supplementary Procedures for Consumer-Related Disputes (to the extent applicable), as modified by these Terms of Use. You may review those rules and procedures, and obtain a form for initiating arbitration proceedings at the AAA's website. The arbitration shall be held in the county in which you reside or at another mutually agreed location. If the value of the relief sought is US$10,000 or less, either of us may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on us subject to the arbitrator's discretion to require an in-person hearing. Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Tennessee, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Relode users, but is bound by rulings in prior arbitrations involving the same user to the extent required by applicable law. The arbitrator's award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court possessing jurisdiction over the parties, except for a limited right of appeal under the Federal Arbitration Act.

The AAA rules will govern the payment of all filing, administration and arbitrator fees, unless these Terms of Use expressly provides otherwise. If the amount of any claim in an arbitration is US$10,000 or less, Relode will pay all filling, administration and arbitrator fees associated with the arbitration, so long as (i) you make a written request for such payment of fees and submit it to the AAA with your Demand for Arbitration and (ii) your claim is not determined by the arbitrator to be frivolous. In such case, we will make arrangements to pay all necessary fees directly to the AAA. If the amount of the claim exceeds US$10,000 and you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Relode will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Relode for all fees associated with the arbitration paid by Relode on your behalf, which you otherwise would be obligated to pay under the AAA's rules.

YOU AND RELODE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. WE REFER TO THIS AS THE “PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS.” UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN YOUR OR OUR CLAIM WITH ANOTHER PERSON'S OR PARTY'S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE OR CLASS PROCEEDING. THE ARBITRATOR MAY ONLY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER RELODE USERS.

Except with respect to the Prohibition of Class and Representative Actions, if a court decides that any part of this section is invalid or unenforceable, the other parts of this Arbitration Agreement shall continue to apply. If a court decides that the Prohibition of Class and Representative Actions is invalid or unenforceable, then the entire agreement to arbitrate shall be null and void but the remainder of these Terms of Use and its “Governing Law, Jurisdiction and Arbitration” Section will continue to apply.

Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by Relode of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Relode to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Relode with respect to the Relode Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Relode Platform.

Side Agreement

Section above notwithstanding, Clients and Agents may enter into any supplemental or other written agreement that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions of this Terms of Use, however, will govern and supersede any term or condition in a side agreement that purports to expand Relode’ obligations or restrict Relodeʼs rights under this Terms of Use.

Your Comments and Concerns

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