Introduction

Retavo, Inc. (“Retavo”) provides services which allow for individuals or companies to launch a two-sided marketplace known as (“Platform Users”) and individuals who desire to launch a store in the Clients marketplace (“Vendors”).

Collectively, all Retavo Platform Users including Clients, Vendors, and Customers of the Platform may be referred to as “Retavo Platform Users, including Clients, Vendors, and Customers ”. Within this Terms of Use, “you” are a Retavo Clients, Vendor, and Customers of the Platform (as defined below), and “we”, “us”, “our” or “Retavo” refers to Retavo Inc., a Delaware corporation. Unless otherwise noted, each section and provision of this Terms of Use applies to all Retavo Platform Users including Clients, Vendors, and Customers .

The below terms and conditions govern your access to and use of the Retavo Platform and Retavo-branded applications, including mobile applications, and any content, functionality, and services offered on or through the same (collectively, the “Platform”). Unless otherwise noted, these Terms of Use apply to you whether you create an account via the Platform or use the Platform as a guest. The services provided by Retavo to its Retavo Platform Users including Clients, Vendors, and Customers through the Platform may be collectively referred to as “Services” hereunder.

Please read the Terms of Use carefully before you start to use the Platform. By using the 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 by and to abide by these Terms of Use and our Privacy Policy, found at [privacy policy URL], 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 Platform.

This Platform is offered and available to Retavo Platform Users including Clients, Vendors, and Customers who are 18 years of age or older and reside in the United States or any of its territories or possessions. By using the Platform, you represent and warrant that you meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Platform.

Changes

We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Platform thereafter. Your continued use of the 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. If you do not agree with updated Terms of Use at any time, you should cease use of the Platform, and if you have an account, you may cancel your account by notifying your support@retavo.io. We reserve the right to withdraw or amend the Platform and Services we provide, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Platform, or the entire Platform, to some or all Retavo Platform Users including Clients, Vendors, and Customers .

1. Registered Retavo Platform Users including Clients, Vendors, and Customers

1.1. Retavo Platform Users including Clients, Vendors, and Customers must create an account on the Platform. Such Retavo Platform Users including Clients, Vendors, and Customers may be referred to herein as “Registered Retavo Platform Users including Clients, Vendors, and Customers .” We may require certain account validation or vetting processes before allowing you to become a Registered Marketplace Facilitator or Vendor . Registered Retavo Platform Users including Clients, Vendors, and Customers will create a profile page (“Public Profile”) to list or upload details about yourself and the services you offer or are looking for. You must use your real name and a real photograph of yourself on your profile. Materials uploaded to your profile will be considered non-confidential and non-proprietary,and you hereby grant to us and our affiliates and services providers any necessarily licenses to use such materials to perform the Services. Do not upload any material or information that does not belong to you, or that is misleading or incorrect.

1.2. If you choose, or are provided with, a Marketplace Facilitator or Vendor 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 agree to notify us immediately of any unauthorized access to or use of your Marketplace Facilitator or Vendor name or password or any other breach of security. You also agree to ensure that you will log out from your account at the end of each session if you are a Registered Marketplace Facilitator or Vendor . You do not have permission to transfer or assign any account or the use thereof to a third party.

1.3. Retavo Platform Users including Clients, Vendors, and Customers must only be individuals or business entities. You will not use the Platform for any business purpose that is not specifically provided for herein.

2. Services and Use

All Retavo Platform Users including Clients, Vendors, and Customers acknowledge that Retavo provides only a two-sided marketplace platforms that allows Customers and Retavo Platform Users including Clients, Vendors, and Customers to make connections. All Retavo Platform Users including Clients, Vendors, and Customers are independent contractors that are engaged by each Customer, and not by Retavo. The services of Retavo Platform Users including Clients, Vendors, and Customers are offered solely by the Retavo Platform Users including Clients, Vendors, and Customers and not by Retavo. Retavo does not perform Projects (as defined below), supply any employees or contractors to perform Projects, and does not partner with any Retavo Platform Users including Clients, Vendors, and Customers . Retavo is not obligated to review the profiles of Retavo Platform Users including Clients, Vendors, and Customers , confirm the skills or expertise of any Platform User, or obtain any background information (including background checks) on any Marketplace Facilitator or Vendor or Customer.

3. Circumventing the Platform

If any Marketplace Facilitator or Vendor arranges for payment for any Project outside of the Platform, or otherwise attempts to circumvent the use of the Platform to engage another Marketplace Facilitator or Vendor , each Marketplace Facilitator or Vendor should be aware that neither party is eligible for any protections provided by Retavo, including but not limited to the Retavo Guarantee (as defined below) or any other Assist customer service. Further, Retavo has the right to revoke and termination the account of any Marketplace Facilitator or Vendor or Customer who Retavo discovers has attempted to circumvent the Platform or the payment provisions thereof.

4. Content Standards and Marketplace Facilitator and Vendor Responsibilities

4.1. No Platform User may use the Platform to transmit material that (i) is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable; (ii) promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age; (iii) infringes any intellectual property right or other legal rights of any other person; (iv) is likely to deceive any person; (v) promotes any illegal activity, or advocate, promote, or assist any unlawful act; (vi) impersonates any person, or misrepresent your identity or affiliation with any person or organization; or (vii) involves commercial activities or sales, other than as may be directly related to a Program as provided for herein.

4.2. If you are an APlatform User you are prohibited from misstating or intentionally misrepresenting any aspect related to yourself, the services you are offering to provide, your experience level regarding any services, any licenses or authorizations you may have regarding the services, or the approximate costs you will charge for the services described. If you are a Customer, you are prohibited from misstating or intentionally misrepresenting any aspect related to yourself or regarding the services you are requesting to be provided. You should accurately describe the services you are requesting, and you should not omit any details that could be relevant to an Marketplace Facilitator or Vendor in determining time or costs involved in providing services to you.

4.3. The Platform is not intended to be used for, and may not be used for, selling retail goods or memberships, forwarding surveys, engaging in contests, engaging in pyramid schemes or chain letters, offering financial or legal advice, offering any illegal services, requesting that an Marketplace Facilitator or Vendor purchase gift cards or money orders on your behalf, or otherwise engaging in activity that is deemed dangerous, harmful, or otherwise inappropriate by Retavo in our sole discretion.

4.4. You will honor your commitments and contracts with other MRetavo Platform Users including Clients, Vendors, and Customers of the Platform. You will respect the privacy of other MRetavo Platform Users including Clients, Vendors, and Customers and will not take photographs or videos of the person or property of another Marketplace Facilitator or Vendor (including those from whom you purchase or perform services) without their express permission.

5. Prohibited Uses

5.1. You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the 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 transmit, or procure the sending of, any advertising or promotional material without our prior consent; to impersonate or attempt to impersonate any other party; to defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead, or otherwise violate the rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others; to publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful language, material or information via the Platform; or to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform, or which may harm MRetavo Platform Users including Clients, Vendors, and Customers of the Platform or expose them to liability, in our sole discretion.

5.2. Additionally, you agree not to use the Platform in any manner that could disable, overburden, damage, or impair the proper working of the site or interfere with any other party’s use of the Platform; use any device, process, or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform; use any manual process to monitor or copy any of the material on the Platform, or for any other purpose not expressly authorized in these Terms of Use; or introduce any viruses or other material that is malicious or technologically harmful; attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform or attack the Platform in any way.

6. Intellectual Property Rights

6.1. You acknowledge and agree that the Services and any software used in connection with the Services contain proprietary and confidential information that is protected by applicable intellectual property law and other laws. The Platform, the Services, and the entire contents, features, and functionality (including but not limited to all information, software, underlying code, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) associated therewith are owned by Assist, Inc. and are protected by United States intellectual property laws (including but not limited to copyright, trademark, and patent laws) and where applicable, international intellectual property laws. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you. As between MRetavo Platform Users including Clients, Vendors, and Customers and Retavo, all right, title and interest in and to any intellectual property incorporated, used, or made viable in connection with to the Services will remain solely with Retavo. The term “Retavo”, our logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Retavo, Inc. You agree that you are only using the Services for the purposes intended and set forth herein, and not for purposes of reverse engineering or otherwise discovering confidential or protected information about the Platform or about Retavo.

6.2. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, intentionally store, or transmit any of the material on our Platform. You may 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; or access or use for any commercial purposes any part of the Platform or any services or materials available through the Platform.

6.3. If you wish to make any use of material on the Platform other than that set forth in this section, please address your request to: support@retavo.io. We may approve or deny such request in our sole discretion. If you do not receive a response from us, such non-response constitutes a denial of your request.

7. Monitoring, Enforcement, and Termination

We have the right to:

7.1. Disable any Marketplace Facilitator or Vendor 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 this Terms of Use or the Privacy Policy.

7.2. Disclose your identity or other personal 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.

7.3. Take appropriate legal action, including without limitation, refer you to law enforcement, for any illegal or unauthorized use of the Platform.

7.4. Terminate or suspend your access to all or part of the Platform for any or no reason, including without limitation, any violation of these Terms of Use.

7.5. Without limiting the foregoing, we have the right to cooperate fully 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 Platform. YOU WAIVE AND HOLD HARMLESS Retavo AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

8. Reporting Infringement

8.1. Copyright Infringement and DMCA Notices

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringe your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to our copyright agent at support@retavo.io. The written notice (the “DMCA Notice”) must include substantially all the details as required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512). If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. It is our policy in appropriate circumstances to disable and/or terminate the accounts of MRetavo Platform Users including Clients, Vendors, and Customers who are repeat infringers.

8.2. Trademark and Impersonation

If you feel that an account has been created on our Platform on behalf of your entity that was not authorized, please use the email address noted in Section 11.1 herein to report such impersonation of your entity. You may also submit claims of trademark infringement or impersonation to the email address set forth in Section 11.1 herein. We are not liable to any third-party if an unauthorized account is created on their behalf.

9. Information About You

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

10. Geographic Restrictions

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

11. Disclaimer and Warranties

11.1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the 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.

11.2. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE Platform OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY Platform LINKED TO IT.

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

11.4. TO THE FULLEST EXTENT PROVIDED BY LAW, WE HEREBY DISCLAIM 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. THIS SECTION DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12. Limitation on Liability

12.1. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL RETAVO, ITS AFFILIATES, OR 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 PLATFORM, ANY PLATFORMS LINKED TO IT, THE SERVICES OF ANY MARKETPLACE FACILITATOR OR VENDOR FOR ANY PROJECT OF ANY KIND, ANY CONTENT ON THE Platform OR SUCH OTHER PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, ADA COMPLIANCE, PROPERTY DAMAGE, 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. THIS SECTION DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

12.2. THE AGGREGATE LIABILITY OF RETAVO AND ALL OTHER RELEASED PERSONS TO YOU, FOR ALL CLAIMS IN THE AGGREGATE, INCLUDING THOSE BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHER GROUNDS, IS LIMITED TO THE SUM OF $[1,000].

13. 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 PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

14. Indemnification

You agree to defend, indemnify, and hold harmless Retavo, 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 (i) your violation of these Terms of Use or your use of the Platform, including, but not limited to, any use of the Platform’s content, services, and products other than as expressly authorized in these Terms of Use; (ii) your use of any information obtained from the Platform; or (iii) if you are acting as a Platform User from any and all damages arising from your acts or omissions in connection with the performance of any Project.

15. Entire Agreement

This Terms of Use and the Privacy Policy contain the entire agreement between Assist and you as a Marketplace Facilitator or Vendor of the Services. No other communications, whether direct or indirect, between you and Retavo will, or are intended to, alter, or supersede any provision of this Terms of Use or Privacy Policy.

16. Waiver and Severability

No waiver by Retavo of any term or condition set out 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 Retavo 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.

17. Comments and Concerns

We welcome our Retavo Platform Users including Clients, Vendors, and Customers to report any suspected violation of this Terms of Use or Privacy Policy, by reaching out to us using the following contact email: support@retavo.io. We will investigate any such report and may act as we deem appropriate in our sole discretion.