PLEASE READ THIS USER AGREEMENT AND ALL OTHER AGREEMENTS AND POLICIES REFERENCED HEREIN COLLECTIVELY DEFINED BELOW AS THE "TERMS OF SERVICE" CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS.
This User Agreement (this " Agreement") is a contract between you ("you" or "User") and Raised Networks Inc., a Delaware corporation ("Raised," "we," or "us"). You must read, agree to, and accept all of the terms and conditions contained in this Agreement to be a User of our website located at www.joinraised.com ("Site") or any part thereof.
This Agreement includes and hereby incorporates by reference the following important agreements, as they may be in effect and modified from time to time:
- Direct Contract Terms.
These agreements are collectively, with this Agreement, called the " Terms of Service".
Subject to the conditions set forth herein, Raised may, in its sole discretion, amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Raised will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. If the Substantial Change includes an increase to Fees charged by Raised, Raised will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the " Effective Date").
1. PURPOSE OF RAISED
The Site provide a means for venture capital professionals and other experts and clients seeking consulting services to locate and connect directly with each other, negotiate job terms, engage in the hiring process, generate invoices, complete work, and process payments. The Site facilitates the formation of Service Contracts between Clients and Consultants.
2. RELATIONSHIP WITH RAISED
2.1 RAISED IS NOT A PARTY TO DEALINGS BETWEEN CLIENT AND CONSULTANT
Raised merely makes the Site available to enable Consultants and Clients to find and transact directly with each other. At all times Users are responsible for evaluating and determining the suitability of any Packaged Service, Project, Client or Consultant on their own. If Users decide to enter into a Service Contract, the Service Contract is directly between the Users and Raised is not a party to that Service Contract.
Raised is not a party to the relationship or any dealings between Client and Consultant. Raised does not, in any way, supervise, direct, control, or evaluate Clients or Consultants or their work and is not responsible for any Packaged Service, Project, Project terms or Work Product.
The Consultants are not employees of Raised, and are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance).
You can use Raised for your business purposes only and not for personal, household, or consumer use.
2.2 TAXES AND BENEFITS
Consultant acknowledges and agrees that Consultant is solely responsible (a) for all tax liability associated with payments received from Consultant's Clients and through Raised, and that Raised will not withhold any taxes from payments to Consultant; (b) to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that Consultant is not covered by or eligible for any insurance from Raised; (c) for determining whether Consultant is required by applicable law to issue any particular invoices for the Consultant Fees and for issuing any invoices so required; (d) for determining whether Consultant is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Consultant Fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Raised is required by applicable law to withhold any amount of the Consultant Fees and for notifying Raised of any such requirement and indemnifying Raised for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Raised, Consultant agrees to promptly cooperate with Raised and provide copies of Consultant's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Consultant is engaging in an independent business as represented to Raised.
3. CONSULTANT SERVICES
3.1 RAISED FINDS AND INTRODUCES A CONSULTANT TO A CLIENT
When a Client requests a Consultant Service (other than a Call) on the Site, Raised will introduce a suitable Consultant during a 30-minute call with Client and Consultant.
3.2 SERVICE CONTRACT TERMS
Consultant may provide the following services to a Client:
Packaged Services, for example Calls or Mentoring; and
other Consultant Services, including Projects.
Any Service Contract with respect to a Packaged Service will be on the terms set out in the Direct Contract Terms.
Any Service Contract with respect to a Project will be on the terms set out in the Direct Contract Terms to the extent that Client and Consultant have not entered into another agreement or terms with respect to such Project.
With respect to any Service Contract, Clients and Consultants may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.).
3.3 PACKAGED SERVICES
Calls. After Client pays the Consultant Fee for a Call, Raised will introduce Client to a suitable Consultant. If Client does not like Consultant, Client may stop the Call and require Raised to introduce Client to another Consultant.
Mentoring. The Mentoring services are provided based on a subscription model. If Client decides to pursue a Mentoring relationship after the introductory call, Client shall authorize the payment of the Consultant Fees for Mentoring on the Site. Client may terminate the Mentoring relationship at any time.
4. RAISED FEES
4.1 SERVICE FEES
Consultants will pay Raised a service fee for the use of the Site (" Service Fee"). The Service Fee will be deducted from any payments made to a Consultant prior to depositing the remainder in the Consultant's bank account. Upon being introduced to a Client, Consultants shall commit to accepting any and all payments received for work performed for the Client exclusively through the Site for the twenty-four (24) month period following the date the Consultant is first introduced to the Client through the Site (the "Exclusivity Period"). The Exclusivity Period applies to any and all work performed for such Client, regardless of whether the work is posted on the Services.
4.2 SERVICE FEE RATES
The Service Fee is calculated case by case.
4.3 VAT AND OTHER TAXES
Raised may be required by applicable law to collect taxes or levies including, without limitation, withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we'll just refer to VAT, GST and any local sales taxes collectively as " VAT") in the jurisdiction of the Consultant (the "Taxes"). In such instances, any amounts Raised is required to collect or withhold for the payment of any such Taxes shall be collected in addition to the fees owed to Raised under the Terms of Service.
5. PAYMENT TERMS
5.1 CONSULTANT APPOINTMENT OF RAISED AS AGENT
If you are a Consultant, you hereby appoint Raised as your agent to obtain funds on your behalf and credit them to your account as applicable. Because Raised is Consultant's agent, Consultant hereby fully discharges and credits Consultant's Client for all payments and releases that Raised receives on Consultant's behalf from or on behalf of such Client.
5.2 CLIENT PAYMENTS ON SERVICE CONTRACTS
Calls. Client becomes obligated to pay the Consultant Fee for the Call immediately upon sending Raised a request for a Call.
Mentoring. When Client authorizes the payment of the Consultant Fees for Mentoring on the Site, Client automatically and irrevocably authorizes and instructs Raised to charge Client's Payment Method for the Consultant Fees on a monthly basis until the Client decides to stop the Mentoring relationship and revokes such authorization.
Hourly Contracts for Projects. Consultant will invoice Client for Consultant Fees on a weekly basis through Raised. When Client approves an Hourly Invoice for an Hourly Contract, Client automatically and irrevocably authorizes and instructs Raised to charge Client's Payment Method for the Consultant Fees.
Fixed-Price Contracts for Projects. Client becomes obligated to pay the advance payment on a Fixed-Price Contract immediately upon sending a Fixed-Price Contract offer. Client becomes obligated to pay the remainder of the agreed Consultant Fees under a Fixed-Price Contract immediately upon approving the Work Product under such Fixed-Price Contract. When Client authorizes the payment of the Consultant Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Raised to charge Client's Payment Method for the Consultant Fees.
Client acknowledges and agrees that for both Hourly Contracts and Fixed-Price Contracts, failure by Client to decline or dispute an Hourly Invoice or request for payment is an authorization and instruction to release payment.
5.3 DISBURSEMENTS TO CONSULTANTS ON SERVICE CONTRACTS
Calls. Consultant Fees become available to Consultants within five business days following the Call.
Mentoring. Consultant Fees for the preceding calendar month become available to Consultants by the 10th day of each calendar month.
Hourly Contracts for Projects. Consultant Fees become available to Consultants following the expiration of the five-day security period.
Fixed-Price Contracts for Projects. The Consultant Fees become available to Consultants: (i) on the next business day following the payment of the advance payment under a Fixed-Price Contract; and (ii) following the expiration of the five-day security period after Client accepts and approves the Work Product submitted by Consultant.
Raised does not guarantee that Client is able to pay or will pay Consultant Fees and Raised is not liable for Consultant Fees if Client is in default.
5.5 NO RETURN OF FUNDS AND NO CHARGEBACKS
Once Raised charges or debits the Client's designated Payment Method for the Consultant Fees, the charge or debit is non-refundable, except as otherwise required by applicable law or may be decided by Raised in its sole discretion.
5.6 PAYMENT METHODS
In order to use certain Site services, Client must provide account information for at least one valid Payment Method.
You acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
6.1 MAKING PAYMENTS THROUGH RAISED
For 24 months from the start of an Raised relationship (the " Non-Circumvention Period"), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of your relationship with that person and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the "Conversion Fee"). For the avoidance of doubt, if you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply.
6.2 OPTING OUT
You may opt out of the obligations with respect to each Raised relationship only if the Client or Consultant pays Raised a Conversion Fee which is a minimum of $1,000 USD and up to $50,000 USD for each Raised relationship.
You agree that the Conversion Fee is 15% of the estimated earnings over a twelve (12) month period, which is calculated by taking the Hourly Rate (defined below) and multiplying it by 2,080. " Hourly Rate" means the highest of (a) the highest hourly rate charged by the Consultant on any Service Contract, if any; (b) the highest hourly rate proposed by the Consultant in any proposal, if any; or (c) the hourly rate in the Consultant's profile.
To inquire about or pay the Conversion Fee, send an email message to [firstname.lastname@example.org].
7. WARRANTY DISCLAIMER
You agree not to rely on the Site, any information on the Site or the continuation of the Site. The Site is provided "as is" and on an "as available" basis. Raised makes no representations or warranties with regard to the Site.
8. LIMITATION OF LIABILITY
Raised is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service.
Additionally, in no event will Raised, our affiliates, our licensors, or our third-party service providers 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. The liability of Raised, our affiliates, our licensors, and our third-party service providers to any user for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500; or (b) any fees retained by Raised with respect to Service Contracts on which User was involved as Client or Consultant during the six-month period preceding the date of the claim. These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
9. CHOICE OF LAW
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without Raised's prior written consent in the form of a written instrument signed by a duly authorized representative of Raised. Raised may freely assign this Agreement and the other Terms of Service without User's consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the successors, heirs, and permitted assigns of the parties.
10.2 SEVERABILITY; INTERPRETATION
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.
10.3 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation hereunder for a reasonable period due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.
10.4 ACCESS OF THE SITE OUTSIDE THE UNITED STATES
Raised makes no representations that the Site is 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.
In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.
" Client" means any authorized User utilizing the Site or Site Services, including Direct Contract Services, to seek and/or obtain Consultant Services, including from another User.
" Fixed-Price Contract" means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Consultant, prior to the commencement of a Service Contract, for the completion of all Consultant Services contracted by Client for such Service Contract.
" Consultant" means any authorized User utilizing the Site to advertise or provide Consultant Services to Clients. A Consultant is a customer of Raised with respect to use of the Site and Site Services.
" Consultant Fees" means: (a) for an Hourly Contract, the amount reflected in the Hourly Invoice (the number of hours invoiced by Consultant, multiplied by the hourly rate charged by Consultant); (b) for a Fixed-Price Contract, the fixed fee agreed between a Client and a Consultant; and (c) any bonuses or other payments made by a Client to a Consultant.
" Consultant Services" means all services performed for or delivered to Clients by Consultants.
" Hourly Contract" means a Service Contract for which Client is charged based on the hourly rate charged by Consultant.
" Hourly Invoice" means the report of hours invoiced for a stated period by a Consultant for Consultant Services performed for a Client.
" Payment Method" means a valid credit card issued by a bank acceptable to Raised, a bank account linked to your Account, a PayPal account, a debit card, or such other method of payment as Raised may accept from time to time in our sole discretion.
" Project" means an engagement for Consultant Services that a Consultant provides to a Client under a Service Contract on the Site, except that Packaged Services are not Projects.
" Service Contract" means the contractual provisions between a Client and a Consultant governing the Consultant Services to be performed by a Consultant for Client for a Project.
" Substantial Change" means a change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.
" Work Product" means any tangible or intangible results or deliverables that Consultant agrees to create for, or actually delivers to, Client as a result of performing the Consultant Services.