SITE TERMS OF SERVICE

Hello and welcome to ResultsResourcing.com.

These Terms of Service apply to your use of this website and all, or any part, of its contents, and any products, services, functionality, or software offered on or through the site (together called the Site). They form a contract between you and us in respect of both your use of the Site, and the services offered by us through the Site, as more fully defined below (Services).

Please note that the terms applicable to Project Services performed by and/or between Users are not addressed in these terms. Users are responsible for agreeing to, and recording, such terms (which together form a Service Contract).

PLEASE READ ALL OF THESE TERMS. IF YOU DON’T AGREE WITH THESE TERMS OF SERVICE, PLEASE DON’T USE THE SITE, OR OUR SERVICES.

If you access the Site in any way (including through automated means), or if you create an account with us, or request, directly or indirectly, that we provide Services for you, you agree that these Terms of Service will apply to you, and that you will follow them. You understand and agree that if you breach any of these Terms of Service, we can immediately terminate your use of, or access to, the Site, and your receipt of any Services.

When you see "we", "us" and "our" it means ResultsResourcing, LLC of 30 Wall Street, Suite 800, New York NY 10005, together with the subsidiaries, affiliated companies, owners, members, managers, directors, officers, employees, agents and volunteers of ResultsResourcing, LLC.

NOTE TO MINORS: You must be at least 18 years old to become a User.

1. ACCESS TO AND USE OF THE SITE

1.1 We own the Site, as well as all content posted on the Site by us (other than content identified as third party content) (called Content). The Site and the Content are each subject to copyright, trademark and other intellectual property rights (together called Intellectual Property Rights).

1.2 The trademarks and logos used on the Site, or in the Content, (or any part of either of them) are trademarks belonging to us (called Trademarks), unless otherwise indicated

1.3 We grant you a limited license to access the Site, the Content and the Services. You may not use the Site, the Services, or any Content, in ways that we haven’t authorized, or in ways that would breach our Intellectual Property Rights, or anyone else’s rights. You may not remove any copyright notice from any Content or any third party content. Any use including framing, metatags or other text using the Trademarks, or other trademarks displayed on the Site, or the Content, is strictly prohibited without our written permission.

1.4 All rights not expressly granted in these terms are reserved by us.

1.5 We try to keep our Site and the Services, safe, secure and functioning properly, but we cannot guarantee the continuous operation of, or access to, the Site and the Services. We may stop providing the Site or the Services completely, or stop providing certain features without notice.

2. PERMITTED SITE USES

We offer the Site and Services for your business purposes only, and not for personal, household, or consumer use.

3. PROHIBITED SITE USES

It is a condition of your use of the Site and the Services that you do not:

(a) use the Site or Services for any purpose that violates any laws;

(b) duplicate or share accounts or allow another person to use your account;

(c) sell, trade or give your account to another person;

(d) disclose your username and/or any password associated with an account you use to access the Site, or forward any non-public material to any other person;

(e) seek or offer services that:

(i) are threatening, libelous, defamatory, abusive, obscene, sexually explicit, profane, racist, or infringing another person’s rights;

(ii) would violate the Intellectual Property Rights of another person or entity;

(iii) would violate (a) these Terms of Service, or (b) the terms of service of another website, or any similar contractual obligations;

(f) impersonate any person or entity, or falsely state or otherwise misrepresent or imply your affiliation or relationship with us or with another person or entity with whom you are not affiliated or do not have a relationship;

(g) falsely attribute statements to us;

(h) post identifying information concerning another person;

(i) spam other Users with proposals or invitations;

(j) request or demand free services, including requesting Freelancers to submit work as part of the selection process for very little or no money;

(k) if you are a Freelancer:

(i) fraudulently invoice, or attempt to fraudulently invoice, any Client, including by:

(A) falsifying, attempting to falsify, your hours;

(B) reporting, recording, or otherwise billing Clients for time that was not actually worked;

(C) reporting, recording, or otherwise billing hours worked by another person as hours worked by you in a way that is misleading or false;

(ii) misrepresent your experience, skills, or information;

(iii) falsely state that you will perform the work on a Project when another person will in fact perform the work;

(l) directly or indirectly, advertise or promote another website, product, or service or solicit other Users for other websites, products, or services;

(m) jeopardize the integrity of or circumvent the Site, the Services or our proprietary information, including by:

(i) interfering or attempting to interfere with, or disrupting, the proper operation of the Site (or any servers or networks used to provide the Site or its features), or the Services or any activities conducted on the Site;

(ii) bypassing any measures we may use to prevent or restrict access to the Site, or any subparts of the Site;

(iii) attempting to interfere with or compromise the system integrity or security, or decipher any transmissions to or from the servers running, the Site;

(iv) distributing viruses, corrupted files or any other similar software or programs that may damage the operation of any computer hardware or software;

(n) modify or delete any Content, and/or communications, on the Site;

(o) engage in any other conduct that restricts or inhibits any other person from using or enjoying the Site;

(p) use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;

(q) collect or harvest any personally identifiable information, including account names, from the Site;

(r) attempt to or impose an unreasonable or disproportionately large load (as determined in our sole discretion) on the Site’s infrastructure;

(s) access or attempt to access the Site or Site Services by any means or technology other than the interface provided;

(t) attempt to, or actually, reverse engineer, modify, adapt, translate, prepare derivative works from, decompile, or otherwise attempt to derive source code from any part of the Site, or Site Services; or

(u) access or use the Site or Site Services to build a similar service or application, identify or solicit Users, or publish any performance or any benchmark test or analysis relating to the Site.

4. USERS

4.1 You may register to become one or more of the following types of registered users of the Site:

(a) a person who uses the Site to seek and/or obtain services from a Freelancer (Client);

(b) a person whose services are made available to other users (Freelancer);

(c) a Client who, as part of their consulting services from time to time, makes the services of Freelancers that he or she selects, available to his or her own clients (Business Consultant); or

(d) a person authorized by a Client to use the Site on the Client’s behalf (Client Team Member),

each of which is also individually a User, and collectively, Users.

4.2 We reserve the right to decline the registration of any person or entity.

4.3 A Freelancer is our customer with respect to use of the Site and Services.

4.4 A user of the Site who does not become a User, is a guest (Guest).

5. ACCOUNTS

5.1 In order to access certain features on the Site, or to request and/or receive our Services, you may need to do one or more of the following things:

(a) create an account by registering as:

(i) a Client;

(ii) a Business Consultant;

(iii) a Freelancer; and/or

(iv) a Client Team Member,

and providing us with accurate and up-to-date information about you including your name, email address, and/or other personally identifiable information;

(b) choose a username and password.

5.2 You can choose a username that is different to your real name, however, you may not impersonate someone else (for example, by using anyone else’s username or password), or use a vulgar or offensive username.

5.3 Once you register for one account type, you can add other account types under the same username and password.

5.4 You cannot transfer your account to anyone else.

5.5 You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account, or any unauthorized access to the password for any account.

5.6 You must not request or allow another person to create an account on your behalf, for your use, or for your benefit, except that a Client Team Member may access your Client account (if you have registered as a Client) on behalf of your business.

5.7 Each Client Team Member registered under a Client Account can be given different permissions to act on behalf of the Client.

5.8 By granting Client Team Members permissions under your Account you represent and warrant that:

(a) the Client Team Member is authorized to act on your behalf;

(b) you are financially responsible for the Client Team Member’s actions taken in accordance with those permissions, including, if applicable, entering into binding contracts on your behalf; and

(c) you are fully responsible and liable for any action of any Client Team Member to whom you have provided any permissions, and any other person who uses the Account, including making payments, and entering into Service Contracts governing the services to be performed by the Freelancer for the Client in respect of a project and these Terms of Service.

If any such Client Team Member violates these Terms of Service, it may affect your ability to use the Site, and request or access Services. On closure of an account, we may close any or all related accounts.

6. SITE SERVICES AND SERVICES

6.1 We may provide, or make available, any or all of the following services to Users from time to time:

(a) hosting and maintaining the Site, providing Content (Site Services);

(b) services to assist Clients to:

(I) identify the scope of a project for which they require the services of a Freelancer (Project);

(II) identify Freelancers who self-identify as having the necessary skills and qualifications to undertake and complete the Project;

(III) connect those Freelancers to the Client; and

(IV) provide payment processing for the Project Services (Client Services) (Client Services may be either DIY Client Services by which the Client searches our proprietary database of Freelancers to identify the best candidate for their Project, Curated Client Services by which we curate a small preliminary talent pool of qualified Freelancers for the Project on behalf of the Client), or On demand Services, by which pre-vetted Freelancers are curated for specifically defined On Demand roles;

(c) services provided by the Freelancer to the Client based on the requirements specified in the Job Profile and as agreed between them on the Site and in the relevant Service Contract (if any), and subject to any changes they may agree from time to time (Project Services);

(d) services provided by Freelancers sourced and coordinated by Business Consultants for their clients (Business Consultant Services); and

(e) facilitating payments between Users for Project Services and/or Business Consultant Services, and providing informal assistance to Users in resolving disputes which may arise in connection with those Service Contracts (User Services),

each of which is a Service, and collectively Services.

6.2 Guests may only access Site Services, subject to these Terms of Service.

7. HOW IT WORKS

7.1 Client Services are provided as follows:

(a) Freelancers apply to and are accepted by us through our online Freelancer Qualification Survey process;

(b) once accepted by us, a Freelancer may be considered as a candidate for any job posted by a Client through the Services, and for which the Freelancer is matched and proposed;

(c) the Client defines the specific skills, responsibilities, availability and budget requirements for their Project using our online Job Builder Tools;

(d) if the Client has selected:

(i) Curated Client Services, the Client pays the Talent Curation Fee and, on the basis of the requirements identified in (c) above:

(A) we search our proprietary database of Freelancers, and third party platforms, to identify qualified Freelancers for the Project;

(B) we conduct preliminary interviews (Talent Pool Interviews) to short-listed Freelancers; and

(C) we deliver a curated short list of best matched Freelancers to the Client (Talent Pool);

(D) the Client completes interviews with the Freelancers before the expiration of the Talent Pool, or

(ii) DIY Client Services, the Client pays the DIY Fee and:

(A) searches our proprietary database of Freelancers to identify the qualified Freelances to invite to submit a proposal for their Project; and/or

(B) review proposals solicited by Freelancers matched by us (although we have no obligation to undertake any matching for DIY Clients).

(iii) On Demand Client Services, the Client pays the Talent Curation Fee and, on the basis of the requirements identified in (c) above, we:

(A) search our proprietary data base of On Demand Freelancers to identify qualified Freelancers for the Project;

(B) deliver the best-matched On Demand Freelancer to the Client for approval;

(e) the Client selects a Freelancer (from our proprietary database of Freelancers, in the case of Clients who select DIY Client Services, or from the Talent Pool, in the case of Curated Client Services or the recommended On Demand Freelancer);

(f) Client and Freelancer agree the terms of their agreement for the Project Services and record those terms on the Site;

(g) the terms agreed between the Client and the Freelancer become active on the Site (to be clear, these terms create legal obligations between the Client and the Freelancer, however, the Client and the Freelancer are together responsible for (and we recommend that they attend to) preparing a Service Contract which records the full terms of their relationship);

(h) prior to Freelancer commencing Project Services, a Service Fee deposit, based on the job terms, is charged to the Client’s payment method on file for the protection of both the Client and the Freelancer;

(i) Freelancer performs the agreed Project Services for the Client;

(j) Freelancer submits an invoice to the Client, via the Site;

(k) Invoice payments are due upon receipt. Any invoice dispute must be raised in writing within ten (10) business days of Freelancer invoice;

(l) if the Client:

(A) approves the Freelancer’s invoice; or

(B) takes no action within ten (10) business days of the Freelancer submitting an invoice, the invoice is deemed approved and the Client irrevocably authorizes payment of the invoiced amount, less the Platform Fee, using the Client’s preferred payment method on file with us, and the invoice is no longer capable of dispute through the Site.

7.2 Our only obligation once a Client and Freelancer agree to work together is to facilitate the processing of payments and assisting with the provision of information to enable the Freelancer to prepare IRS Forms 1099.

8. RELATIONSHIPS BETWEEN AND AMONG US AND USERS

8.1 Nothing in these Terms and Conditions is intended, or should be construed, to create a partnership, joint venture, franchisor/franchisee, or employer-employee relationship between us and a User.

8.2 Although we facilitate the introduction of Clients and Freelancers, Users are responsible for:

(a) verifying information about other Users;

(b) evaluating and determining the suitability of other Users for a Service Contract (such as conducting formal interviews (other than Talent Pool Interviews which are preliminary interviews conducted by us), reference, background, and criminal background checks, or similar actions);

(c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts;

(d) determining the legal status of the Freelancer;

(e) if the User is a Freelancer, performing Project Services;

(f) if the User is a Client or Business Consultant, paying for Service Contracts or Project Services; and

(g) complying with any local requirements.

8.3 If a Client and a Freelancer decide to enter into a Service Contract, the Service Contract is a contractual relationship directly between the Client and Freelancer. The Client and the Freelancer have complete discretion both with regard to whether to enter into a Service Contract with each other, and with regard to the terms of any Service Contract. The formation of a Service Contract between Users will not, under any circumstance, create an employment or other service relationship between us and any Freelancer, or a partnership or joint venture between us and any User.

8.4 We do not:

(a) make any representations about, or guarantee the truth or accuracy of any User’s representations;

(b) verify any feedback or information provided by Users about other Users;

(c) perform identity, reference, background, or criminal background, checks, on Users;

(d) make any representations about and do not guarantee:

(i) the quality, safety, or legality of Services performed by a Freelancer;

(ii) the ability of Freelancers to deliver Project Services;

(iii) the ability of Clients to pay for Project Services; or

(iv) the ability or willingness of a Client or Freelancer to actually complete a transaction;

(v) have the authority, or ability to decide to, engage or end the engagement of, the Freelancer on behalf of the Client;

(vi) make any representations or warranties as to the skills, experience, background, or education of any Freelancer; or

(vii) supervise or control Freelancers.

8.5 A Client has the right not to hire any Freelancer for any reason or no reason at all.

8.6 Clients are solely responsible for determining whether Freelancers should be engaged as independent contractors or employees of Client and engaging them accordingly and we will have no input into, or involvement in, worker classification as between a Client and a Freelancer.

8.7 Freelancers are solely responsible for determining, and have the sole right to determine:

(a) the type of services they provide;

(b) the price they charge for their services and how that pricing is determined or set;

(c) which Projects to accept; and

(d) the time, place, manner and means of providing Project Services.

8.8 No Service Contract may conflict with, narrow, or expand our rights and obligations under these Terms of Service.

9. FEES

9.1 The fee a Freelancer earns for providing Project Services to a Client is a service fee (Service Fee) and is determined by agreement between the Freelancer and Client. All Service Fees must be paid via the Site.

9.2 We may charge a User any one or more of the following fees, depending on the nature of the Services provided to that User:

(a) if the User is a Client using our Curated Client Services:

(I) a fee to enable a Client to access Curated Client Services (Talent Curation Fee);

(II) the Freelancer’s Service Fee;

(III) if the Client wishes to access Project Services outside the Site, a fee to compensate us for lost revenue (Buy-Out Fee), except for On Demand Jobs for which the Buy-Out Fee does not apply;

(IV) a Subscription Service fee for optional services offered and selected by the Client (Subscription Services Fee); and

(V) such other fees as may be deemed expedient by us, from time to time, for provision of additional services;

(b) if the User is a Client using our DIY Client Services:

(I) a fee to enable a Client to access DIY Client Services (DIY Fee);

(II) the Freelancer’s Service Fee;

(III) if the Client wishes to access Project Services outside the Site, a Buy-Out Fee;

(IV) if the Client elects to receive Subscription Services, a Subscription Services Fee; and

(V) such other fees as may be deemed expedient by us, from time to time, for provision of additional services;

(c) if the User is a Business Consultant:

(I) if the Business Consultant requests Curated Client Services, a Talent Curation Fee;

(II) if the Business Consultant wishes to access DIY Client Services, a DIY Fee;

(III) the Freelancer’s Service Fee;

(IV) if the Business Consultant wishes to access Project Services outside the Site, a fee to compensate us for lost revenue (Buy-Out Fee), except for On Demand Jobs for which the Buy-Out Fee does not apply;

(V) if the Client elects to receive Subscription Services, a Subscription Services Fee; and

(VI) such other fees as may be deemed expedient by us, from time to time, for provision of additional services; and

(d) if the User is a Freelancer, a fee of up to 30% of the Service Fee, which is deducted from the Service Fee in return for use by a Freelancer and Client of the Site’s communication, invoicing, reporting, and payment services, in connection with a Project (Platform Fee), The Platform Fee is determined by the Freelancer's date of registration and last activity date on the platform; the applicable Platform Fee will be displayed on the job proposal form during the Freelancer proposal process.

each of which is a Fee and collectively Fees.

9.3 To the extent that we are required by applicable law to collect or withhold any taxes or other amounts from any Fees, such taxes will be collected in addition to the Fees owed to us under these Terms of Service.

9.4 The Site and the Services operate in U.S. Dollars.

9.5 Our platform payment processing services are provided by:

(a) Stripe, subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service, (collectively the Stripe Services Agreement); or

(b) PayPal, subject to the PayPal User Agreement.

9.6 The Platform Fee will be deducted from a Freelancer’s Service Fee before payment of the balance of the Service Fee is made to the Freelancer, using the Freelancer’s payment method on file with us.

10. PAYMENT METHODS

10.1 In order to use certain Services, you must provide account information for at least one valid payment method.

10.2 By providing payment method information through the Site and authorizing payments with the payment method, you represent and covenant that:

(a) you are legally authorized to provide such information;

(b) you are legally authorized to make and/or receive payments using the payment method(s);

(c) if you are an employee or agent of a company or person that owns the payment method, you are authorized by the company or person to use the payment method to make payments for Services;

(d) such actions do not violate the terms and conditions applicable to your use of such payment method(s), or applicable law;

(e) there are sufficient funds or credit available to complete the payment using the designated payment method.

10.3 To the extent that any amounts owed under these Terms of Service cannot be collected by using your payment method(s), you are solely responsible for paying those amounts by other means.

11. DEFAULT OF PAYMENT

11.1 If you:

(a) fail to pay any amount which is due and owing to us or another User after a credit or debit card is declined or expires;

(b) initiate a chargeback with a bank or other financial institution resulting in a charge made by us being reversed; or

(c) take other actions or fail to take any action that results in a negative or past-due balance on the User’s account,

we may, without notice, temporarily or permanently close your account and revoke your access to the Site and the Services, including your authority to use the Site to process any additional payments, enter into Service Contracts, or obtain any additional Project Services from other Users through the Site, and you will remain responsible for any amounts that accrue at the time a limitation is put on your account as a result of the default.

11.2 As our payment policies are clear, we will not accept any type of chargeback threat or actual chargeback from your credit card company or payment processor. If a chargeback is placed on an amount charged to your payment method, we reserve the right to report the incident to all relevant credit reporting agencies or to any other entity for inclusion in any chargeback database, or for listing as a delinquent account. This could have a negative impact on your credit score. The information reported will include your name, email address, order date, order amount, and billing address. Chargeback abusers wishing to be removed from the database will be required to make payment of the full amount of the chargeback.

11.3 Without limiting other available remedies, you must pay us, on demand, for any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month, or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law.

12. NON-CIRCUMVENTION

12.1 You acknowledge and agree that a substantial portion of the compensation we receive for making the Site and the Services available to you is collected through the Fees described in Section 8.1. We only receive Fees when a User pays, and/or receives, payment through the Site.

12.2 For 36 months from the time you connect with another User through the Site (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 out of your relationship with that User (Relationship). For On Demand jobs 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 out of your relationship with that User (Relationship)

12.3 You may opt-out of each Relationship only if the Client or prospective Client or Freelancer pays us the Buy-Out Fee.

12.4 The Buy-Out Fee is the greater of:

(a) $7500; or

(b) 25% of the anticipated annualized salary or wages for one year if the Client offers Freelancer employment directly; or

(c) all Service Fees that would be earned by us from the Relationship during the Non-Circumvention Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8-week period, or during such shorter period as data is available to us;

(d) provided that, if the amount in (b) and (c) cannot be ascertained due to uncertainty or lack of sufficient information, then we and you agree that fee shall be $7500;

(e) if only one of (b) or (c) can be ascertained, then we and you agree that amount will be used if it is greater than $7500.

12.5 To pay the Buy-Out Fee, you must request instructions by sending an email message to succeed@resultsresourcing.com.

12.6 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 when acting in that capacity with respect to the other User.

12.7 For so long as you use the Site to identify Freelancers, and/or to receive Project Services, and except if you pay the Buy-Out Fee during the Non-Circumvention Period, you agree not to circumvent the payment methods offered by the Site. By way of illustration, you agree not to:

(a) submit proposals or solicit parties identified through the Site to contract, hire, work with, or pay outside the Site;

(b) accept proposals or solicit parties identified through the Site to contract, invoice, or receive payment outside the Site;

(c) invoice or report on the Site, or in a Buy-Out Fee request, an invoice or payment amount lower than that actually agreed between you and the other User; or

(d) refer a User you identified on the Site to a third-party, who is not a User of the Site, for purposes of making or receiving payments off the Site.

12.8 You agree to notify us immediately if a person suggests that either of you make or receive payments outside of the Site in violation of this Section 12. If you are aware of a breach or potential breach of this non-circumvention provision, please submit a confidential report to us by sending an email message to succeed@resultsresourcing.com.

12.9 If you refuse to accept any new version of these Terms of Service, or elect not to comply with certain conditions of using the Site and therefore choose to cease using the Site, you must pay the Buy-Out Fee for each other User you wish to continue working with, on whatever terms you agree after you cease using the Site.

12.10 If we determine, in our sole discretion, that you have violated this Section 12, we may, to the maximum extent permitted by law:

(a) charge the full Buy-Out Fee (including interest) to your payment method;

(b) close your account and revoke your authorization to use the Site and the Services; and/or

(c) charge you for all losses and costs (including any and all time of our employees) and reasonable expenses (including attorneys’ fees) related to investigating the breach and collecting such fees.

13. LINKS TO OTHER SITES

13.1 The Site may, from time to time, contain links to third party websites. Some of the links we provide are “affiliate links”. This means if you click on the link and purchase the item connected to that link, we will or may receive an affiliate commission. We aren’t responsible for, and don’t endorse:

(a) the content, information, opinions, advice, products or services or any other sites linked to the Site or advertising or promotional material published on the Site; or

(b) the quality, accuracy, timeliness, reliability or any other aspect of such content, information, opinions, advice, products or services.

You should contact the relevant third party directly if you have any questions.

13.2 If you make a purchase from a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by the merchant. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for their policies.

13.3 When you purchase third party products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website, and click on its information links, or contact the merchant directly.

13.4 Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are strictly between you and the third party and you agree that we are not liable to you for any damages that you incur, or losses that you suffer, if you purchase or use third party products or services on or through the Site, and you also agree that you won’t assert any claims against us arising from your purchase or use of those products or services.

14. TERMINATION

14.1 We may, under certain circumstances, and without giving you any notice, terminate your access to the Site and/or the Services and, if applicable, your account and any associated username. We might do this if, for example:

(a) you breach these Terms of Service, or any of our other policies or rules;

(b) you don’t use or access the Site for an extended period of time;

(c) you engage in fraudulent or illegal activity;

(d) we have unexpected technical or security issues; or

(e) law enforcement or other government agencies request that we do so.

14.2 Unless both you and we expressly agree otherwise in writing, either of us may terminate and close your account, without explanation, upon written notice to the other, which will result in the termination of your access to the Site and the Services. You may provide written notice to succeed@resultsresourcing.com.

14.3 As we are not a party to any Service Contract between Users, you understand and acknowledge that termination of your account and access to the Site and the Services does not terminate or otherwise impact any Service Contract entered into between Users. If you attempt to terminate your account while one or more Projects are open, you agree you will continue to be obligated to pay:

(a) to us:

(i) any amounts due pursuant to these Terms of Service that have accrued but are unpaid as of the date of termination; and

(ii) where the Non-Circumvention Period has not expired in connection with a Project or a Freelancer, and the applicable Service Contract remains incomplete, the Buy-Out Fee;

(b) to any Freelancers, for any outstanding and/or unpaid Project Services.

14.4 Without limiting our other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the Site and/or the Services, deny your registration, or permanently revoke your access to the Site and refuse to provide any or all Services to you if:

(a) you breach the letter or spirit of these Terms of Service;

(b) we suspect or become aware that you have provided false or misleading information to us; or

(c) we believe, in our sole discretion, that your actions may:

(i) cause legal liability for you, our Users, or us;

(ii) be contrary to the interests of the Site or the User community; or

(iii) involve illicit or illegal activity.

14.5 If your account is temporarily or permanently closed, you may not use the Site and/or the Services under the same account or a different account or reregister under a new account.

14.6 You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of User’s account status to all Users, including other Users who have entered into Service Contracts with you. You therefore agree that if we decide to temporarily or permanently close your account, we have the right, where allowed by law, but not the obligation, to:

(a) notify other Users that have entered into service contracts with you to inform them of your closed account status;

(b) provide those Users with a summary of the reasons for your account closure.

You agree that we will have no liability arising from or relating to any notice that it may provide to any User regarding closed account status or the reason(s) for the closure.

15. ACCOUNT DATA

15.1 You must:

(a) create and maintain records to document satisfaction of your obligations under these Terms of Service, including payment obligations and compliance with tax and employment laws; and

(b) provide copies of such records to us on request.

15.2 You are solely responsible for creation, storage, and backup of your business records.

15.3 Except as otherwise required by law, if your account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and the closure of your account may involve deletion of any content stored in your account. We will not have any liability whatsoever for such deletion.

16. WARRANTIES AND INDEMNITY

16.1 YOU MAY HAVE RIGHTS UNDER STATUTORY CONSUMER PROTECTION LAWS WHICH WE ARE NOT ALLOWED TO EXCLUDE, RESTRICT, LIMIT OR MODIFY. THE FOLLOWING EXCLUSIONS OF WARRANTIES, AND THE LIMITATIONS OF LIABILITY, APPLY SUBJECT TO ANY RIGHTS YOU MAY HAVE UNDER THOSE LAWS. THIS INFORMATION IS IMPORTANT - PLEASE READ IT CAREFULLY.

16.2 It is an essential pre-condition to your use of the Site that you specifically agree that your access to, and use of, the Site, the Services, and the Content are at your sole risk, and the Site, the Services, and the Content are provided "as is" and "as available".

16.3 You agree not to rely on the Site, the Services, the Content or the continuation of the Site. We do not make any representations or warranties with regard to the Site, the Services, Work Product (as defined in Section 17), or any activities or items related to these Terms of Service.

16.4 Also, subject to our obligations under the Non-Excludable Terms and to the maximum extent the law allows us, we won’t be liable in any way to you for any loss you suffer as a result of:

(a) your use of or your inability to use our Site and/or the Services;

(b) delays or disruptions in our Site and/or the Services;

(c) viruses or other malicious software obtained by accessing, or linking to, our Site and/or the Services;

(d) glitches, bugs, errors, or inaccuracies of any kind in our Site and/or the Services;

(e) any loss, corruption or interception of data sent to, or from, the Site that occurs outside of our computer systems (such as those which occur while data is being sent over the internet). We recommend that you install and use up-to-date anti-virus and firewall software on your computer;

(f) damage to your hardware device from the use of the Site and/or the Services;

(g) the content, actions, or inactions of third parties’ use of the Site and/or the Services;

(h) a suspension or other action taken with respect to your Account;

(i) your reliance on the quality, accuracy, or reliability of Freelancer profiles, ratings, recommendations, and feedback; and

(j) your need to modify practices, content, or behavior, or your loss of or inability to do business, as a result of changes to the Terms of Service.

16.5 To the maximum extent permitted by applicable law, we disclaim all express and implied conditions, representations, and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement.

16.6 Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you. If any condition, warranty, guarantee or other provision is implied or imposed in relation to the legal agreement between you and us (whether based in legislation or otherwise) and cannot be excluded (a Non-Excludable Term), and we are able to limit your remedy for a breach of such a Non-Excludable Term, then our liability for a breach is limited to one or more of the following, at our option:

(a) refunding your money;

(b) supplying of the Services again; or

(c) payment of the cost of having the Services supplied again.

16.7 In no event will we be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities.

16.8 Subject to our obligations under the Non-Excludable Terms, our maximum total liability to any user for any claim arising out of or in connection with these terms of service will not exceed the lesser of: (a) $2,500; or (b) any fees retained by us with respect to Service Contracts in which User was involved as Client or Freelancer during the six-month period preceding the date of the Claim.

16.9 Our liability to you will also be reduced to the extent that your acts or omissions (or those of a third party) contribute to, or cause, the loss or liability, even if we are advised beforehand of the possibility of such damages, for any indirect, consequential, incidental or punitive loss or damage, or for any loss of goodwill, opportunities, anticipated savings, profits, revenue or bargain. In any jurisdiction that does not allow the exclusion or limitation of certain categories of damages, our liability, and the liability of our affiliates, is limited to the extent the law of that place allows us to.

16.10 The limitations and exclusions above apply no matter how the liability arises. For example, in contract, tort, or equity, under statute, or under an indemnity.

16.11 You will indemnify, defend, and hold harmless us (for the purpose of this section 16, ‘us’ means Results Resourcing, LLC, and each of its subsidiaries, affiliated companies, owners, members, managers, directors, officers, employees, agents and volunteers, and each is an Indemnified Party) for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of:

(a) the use of the Site and the Site Services by you or your agents, including any payment obligations or default incurred through use of the Site Services;

(b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits;

(c) failure to comply with these Terms of Service by you or your agents;

(d) failure to comply with applicable law by you or your agents;

(e) negligence, willful misconduct, or fraud by you or your agents; and

(f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents.

For purposes of this Section 16.11, ‘your agents’ includes any person who has apparent authority to access or use your account demonstrated by using your username and password.

Indemnified Claim means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.

Indemnified Liability means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.

17. DISCLAIMER AND RELEASE

17.1 You acknowledge and agree that Clients and Freelancers are solely responsible for Project Services and for all work performed and all tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Project Services (Work Product).

17.2 We provide no warranty (express or implied), and will have no responsibility or liability for Project Services or Work Product.

17.3 In addition to the recognition that we are not a party to any Service Contract between Users, you hereby release us 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, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Project Services or Work Product provided to a Client by a Freelancer and requests for refunds based upon disputes.

17.4 This release will not apply to a claim that we failed to meet our obligations under the Terms of Service.

18. DISPUTES

18.1 If a dispute arises between us and a User, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 18.7 below, you and we each agree to resolve any claim, dispute, or controversy that arises out of or relates to these Terms of Service, your relationship with us, or the Services (each a Claim) in accordance with this Section 18 (sometimes referred to as the Arbitration Provision).

18.2 Before serving a demand for arbitration of a Claim, you and we each agree to first notify each other of the Claim. You agree to notify us of the Claim at Attn: Results Resourcing, LLC, 30 Wall Street (Suite 800), New York NY 10005 or by email to succeed@resultsresourcing.com, and we agree to provide to you a notice at your email address on file (in each case, a Notice). You and we will each then 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 we, as applicable, may evaluate the Claim and attempt to informally resolve the Claim. We will each attempt to informally resolve the Claim within 60 days of the date of the receipt of the Notice.

18.3 In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you and we each agree to resolve the Claim by final and binding arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

18.4 This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with us ends.

18.5 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. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.

18.6 Except as otherwise provided herein, arbitration will be conducted in New York County, New York, in accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures,” or “JAMS Consumer Arbitration Minimum Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

18.7 You may opt out of the Arbitration Provision contained in this Section 18 by notifying us in writing within 30 days of the date you first register on the Site. To opt out, you must send a written notification to us at Attn: Results Resourcing, LLC, 30 Wall Street (Suite 800), New York NY 10005 that includes:

(a) your Account username;

(b) your name;

(c) your address;

(d) your telephone number;

(e) your email address, and

(f) a statement indicating that you wish to opt out of the Arbitration Provision.

Alternatively, you may send this written notification to succeed@resultsresourcing.com. Opting out of this Arbitration Provision will not affect any other terms of these Terms of Service.

18.8 If you do not opt out as provided in this Section 18, continuing your relationship with us constitutes mutual acceptance of the terms of this Arbitration Provision by you and us. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

18.9 If you and we can’t resolve any issues between us, our dispute will be controlled by the laws, and in the courts of the State of New York. You and we agree that neither of us will engage in any conduct or communications with a third party, public or private, designed to disparage the other.

18.10 While we are not a party to the dealings between Users, we benefit as a third-party from the covenants and the agreements Users make. As such, we offer assistance in resolving disputes between Users by serving in an impartial, neutral capacity and working with the parties to achieve a mutually acceptable resolution of the dispute. Dispute mediation through us is informal and does not result in binding legal judgments. In the event either party refuses to comply with our dispute resolution recommendation, both parties are free to pursue any and all legal actions in the manner set out in the applicable Service Contract.

18.11 If Freelancer or Client intends to obtain an order from any arbitrator or any court that might direct us to take or refrain from taking any action with respect to a Service Contract, that party will:

(a) give us at least five business days’ prior notice of the hearing; and

(b) include in any such order a provision that, as a precondition to obligation affecting us, we be paid in full for any amounts to which we would otherwise be entitled and that we will be paid for the reasonable value of the services to be rendered pursuant to such order.

19. CONFIDENTIAL INFORMATION

19.1 In the course of using the Site and/or the Services, we and/or a User (each, in this context, a Recipient) may become privy to certain non-public, confidential or proprietary information, including data or information about or related to us or another User (each, in this context, a Discloser), or the Discloser’s business, customers, personnel, pricing policies, operational methods, marketing plans, sales, business methods, trade secrets, ‘know how’, technical processes, inventions and resource projects, or any other information (Confidential information).

19.2 Recipient agrees to keep all Confidential Information confidential, except as is reasonably necessary in connection with providing the Services or the Project Services (as the case may be), and agrees that it will protect the secrecy of the Discloser’s Confidential Information with the same degree of care as it uses to protect its own Confidential Information, and at least with due care.

19.3 On a Discloser’s written request, the Recipient will promptly destroy or return the Discloser’s Confidential Information (and any copies of it) contained in or on its premises, systems, or any other equipment, or otherwise under the Recipient’s control.

20. EVENTS

20.1 We may host events (whether live and/or recorded) from time to time. We reserve the right to change an event, including its date and location, at any time. Tickets for live events are not refundable, but may be transferable to another attendee by emailing the transferee’s full name and email address to succeed@resultsresourcing.com at least three business days prior to the event. We reserve the right to prohibit entry to, or to eject any person from, an event if we, in our sole discretion, deem the attendee’s behavior to be unsafe, disruptive, offensive, or inappropriate in any way.

20.2 Image Release: When you register for an event, you grant us permission to take, and to have full and free use of, photographs, audio recordings and/or audio-visual recordings containing your image, likeness and/or voice. You understand these images may be used for promotional, news, online/multimedia, research and/or educational purposes by, and for, us. You agree that you are not entitled to remuneration, residuals, royalties or any other payment in respect of your image, likeness and/or voice or their use. You agree to release, discharge, and hold us harmless from any and all claims, demands or causes of actions that you may have by reason of anything contained in such photographs, audio recordings and/or audio-visual recordings. If you do not agree to the above image release, you must advise us by email as soon as possible at succeed@resultsresourcing.com.

21. PRIVACY POLICY

In using the Site, you may give us personal information in which you have certain rights. By using the Site, you give us permission to use your personal information in accordance with our privacy policy which can be viewed at www.resultsresourcing.com/privacy. It also forms a part of these Terms of Service.

22. CONTENT

22.1 The Content is provided to you for the purpose of providing general non-fact-specific information. While we try to ensure that any information we post is both timely and accurate, errors may appear from time to time. We do not make any representations or warranties with respect to any information that is posted on the Site by us or anyone else. Content should not be relied on, or construed as tax or legal advice or otherwise. You should independently verify the accuracy of any Content.

22.2 You may download and/or print one copy of the Content only, for your personal, non-commercial purposes – but you must keep intact all copyright and other proprietary notices we have included. They look like this: © Copyright 2017 ResultsResourcing, LLC.

22.3 You must receive our written permission before using the Content (or any part of it) for your own commercial use, or before sharing it with others. If you wish to seek our permission to use the Content (or any part of it), or any other intellectual property or property belonging to us, you can request permission by sending an e-mail to succeed@resultsresourcing.com. We do not have to give you such permission, and the decision to do so is in our sole and absolute discretion.

22.4 If we grant permission to you to use the Content (or any part of it), you agree to use only the part of the Content to which the permission relates, and only in the ways for which we have given you our written permission. If you choose to use the Content in ways that we do not specifically give you our written permission, you understand and agree that you will be treated as if you had copied, duplicated and/or stolen that Content from us. At our request, you must immediately stop using that Content and take whatever actions we require, and by the methods and in the time frame that we prescribe, in order to protect our Intellectual Property Rights.

23. COPYRIGHT NOTICE

23.1 The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you honestly believe that materials or content hosted by us infringe your copyright, you can send us a notice requesting that the material be removed, or access to it blocked.

23.2 It’s important that you make sure your notice complies with all of the requirements of the DMCA or it won’t be deemed to give us actual knowledge of facts or circumstances necessary to prove the infringement.

23.3 Also, if you honestly believe that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. All notices and counter notices must meet the then-current requirements imposed by the DMCA; see http://www.loc.gov/copyright for details. Notice of claims of copyright infringement or counter notices can be sent to our Copyright Agent for notice of claims of copyright infringement on the Site at:

Results Resourcing, LLC

30 Wall Street (Suite 800)

New York NY 10005

+1.212.7098063

succeed@resultsresourcing.com

Please make sure you include the words “COPYRIGHT INFRINGEMENT NOTICE” in the subject header of your communication.

24. ACCESS TO THE SITE OUTSIDE THE UNITED STATES

24.1 We make no representations that the Site and/or the 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 foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or 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.

24.2 In order to access or use the Site or the Services, you must and do represent that you are not:

(a) a citizen or resident of a geographic area in which access to or use of the Site and/or the Services is prohibited by applicable law;

(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.

24.3 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 Site, the Content, and/or the Services and your license to use the Site, the Content, and/or the Services will be immediately revoked.

25. CONSENT TO USE ELECTRONIC RECORDS

In connection with the Site and the Services, you may be entitled to receive certain records from us, such as contracts, notices, and communications, in writing. To facilitate your use of the Site and the Services, you give us permission to provide these records to you electronically instead of in paper form.

26. VARIATION

From time to time, we may modify or discontinue (temporarily or permanently) any or all of the Site and/or the Services. If we revise these terms, the revised terms will take effect when they are posted. If you continue to use the Site and/or Services, after we post any changes, you are deemed to accept the revised terms. Any new features, services, and/or enhancements that we develop in future are subject to these terms. You agree that we won’t be liable to you or anyone else for any modification, suspension or discontinuance of the Site, the Services, the Content, and/or products or services offered through the Site.

27. GENERAL

27.1 We may freely assign our rights and obligations under these Terms of Service without a User’s consent.

27.2 If either of us chooses, at any time, not to insist on a right or remedy that these terms give us, that doesn’t mean we won’t be able to take advantage of that right or remedy at any other time.

27.3 If, for some reason, it turns out that there is something in these terms that isn’t legally enforceable, we will cross it out. In other words, these entire terms won’t be invalidated just because one or more parts of it are invalid.

27.4 These terms represent the entire agreement between us in relation to the Site. Any prior communications or displays between us (whether electronic, oral or written) aren’t legally binding on either of us.

28. CONTACTING US

If you have any questions regarding these terms, you can contact us at:

succeed@resultsresourcing.com

These terms of use are effective as of January 1, 2023.