Terms of Service

These Terms of Service were last updated on the following date: 2 March 2017

This page states the Terms of Service under which you may use the Universal Avenue platform ("Platform"), which is owned and operated by Universal Avenue AB and its corporate affiliates (“Universal Avenue”, “we”, “us” or the “Company”) and sets out the legally binding terms of the relationship between Universal Avenue and you and all other users of the Site or App (each a “User”). Universal Avenue provides a Platform that connects interested freelancers around the world with businesses in need of customer acquisition services. The Universal Avenue Platform helps businesses and freelance workers to coordinate, arrange and schedule performance of engagements that generally are of limited scope and duration.

This is an electronic contract that sets out the legally binding terms of the relationship between Universal Avenue AB and you. Please read these Terms of Service carefully. You must read, agree to, and accept all of the terms and conditions contained in these Terms of Service in order to use our website located at www.universalavenue.com (the “Site”) and/or our mobile application (the “App”). By setting up a Universal Avenue profile, or otherwise using the Platform, you confirm that you have read, understand and agree to be bound by these Terms of Service, including the Universal Avenue Privacy Policy. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE STATED HERE, DO NOT USE THE PLATFORM AND ITS SERVICES.

Universal Avenue AB may revise these Terms of Service at any time by posting an updated version to this web page and will indicate at the top of this page the date the Terms of Service were last revised. Universal Avenue reserves the right, at its sole discretion, to change, modify, add, or delete portions of these Terms of Service at any time without further notice. If a Substantial Change is made to the Terms of Service, notification will be provided to you via the email address on file with the Company. Your continued use of the Platform, the Site or App after any such changes constitutes your acceptance of the new Terms of Service, if you do not agree to abide by the Terms of Service, do not use or access (or continue to use or access) the Platform, the Site or App. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Service and to review such changes. If you agree to the Terms of Service on behalf of an entity, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to the Terms of Service. In that event, “you” and “your” will refer and apply to that entity or agency.

PLEASE READ THIS AGREEMENT CAREFULLY. FOR U.S. BASED FREELANCE WORKERS, YOU MUST UNDERSTAND THAT BY USING THE SITE, APP OR SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION IN SECTION 16 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE ARBITRATION PROVISION).

The following terms used and not otherwise defined herein shall have the following meaning:

  • “Brand” means an authorized User using the Site and/or App and the Services;
  • “Engagement” means the retention to provide a Service(s) to a Brand by a Freelance Worker;
  • “Freelance Worker” means an authorized User utilizing the Site and/or App to locate and contract with Brands to do a variety of types of tasks such as research assignments (“Mission Agent”) or advertise and sell services/solutions/products to Venues (“Brand Ambassador”);
  • “Service(s)” means all services performed for or delivered to Brands by the Freelance Workers that have identified and accepted a service offered on the Site and/or App;
  • “Substantial Change” means a change to the terms of the Terms of Service that materially reduces your rights or increases your responsibilities;
  • “Venue(s)” means third parties such as hotels, hostels, vacation rentals, restaurants, bars, nightclubs, shops, tourist businesses, holiday activity venues of any kind, car rental or hiring, tours organizers, in a variety of countries worldwide who may be in need of the services/solutions/products presented on the Platform on behalf of Brands.

1. INDEPENDENT CONTRACTOR RELATIONSHIP

Nothing in these Terms of Service is intended or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between the Company and a Freelance Worker or a Brand, respectively. You agree that you will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving the Company that is inconsistent with you being an independent contractor (and not an employee) of the Company. You are not the agent of the Company and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of the Company.

Freelance Workers, unless other arrangements are made, will provide all equipment, labor and materials that may be needed to perform any Engagement. The Company will not provide any equipment, labor or materials that may be needed for any Engagement. Further, Freelance Workers are solely responsible for determining which Engagement they will choose to accept and, the manner in which they will provide the requested Services. The Company will have no control over the manner in which Services are provided or the timing of the provision of Services.

Nothing in these Terms of Service is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any Freelance Worker or Brand, respectively, from engaging in any other business activities or projects that are separate and distinct from any business activities such party may conduct through Universal Avenue.

2. FREELANCE WORKERS

a. Brand Ambassadors’ services

Brand Ambassadors can choose to promote and sell the services/solutions/products presented on the Platform on behalf of Brands providing services/solutions/products to Venues.

b. Mission Agents’ services

Mission Agents can choose to do market research assignments (“Missions”) presented on the Platform.

c. Freelance Workers’ performance

You agree not to accept or otherwise undertake to perform any Engagement that you are not able to completely and competently perform in a professional and workmanlike manner. The manner and means of performing the Engagement will be determined and controlled solely by you, as you are engaged as an independent contractor. Freelance Workers are responsible for having all necessary permits, certificates etc. in place prior to accepting or otherwise undertaking to perform any Engagement.

d. Certification

Upon entering into the Terms of Service, the Freelance Worker is given the opportunity to attend the product based training provided online and for which the Freelance Worker will obtain the relevant certificate to provide Services to the Brand. Freelance Worker must demonstrate that she or he understands the Brand’s products and services sufficiently to obtain this certificate and to be able to provide Services to a Brand.

e. Payment

Upon payment to the Company either by the Brand or the ultimate purchaser/venue, the Company, through a third party, will in turn, pay to the Freelance Worker the commission due for the completed sale/survey (as specified on a case by case basis for each Engagement) (“Fee”) either (i) for every Venue that signs up and/or subscribes and/or registers with the promoted Brand as a result of the Brand Ambassador’s introduction and the Company confirms as a completed sale (“Completed Sale”) or (ii) for each survey completed through the Platform and the Company confirms as a completed survey (“Completed Survey”), as the case may be. Any commission earned by Freelance Worker will be visible on the Platform. Unless otherwise stated, all numbers are quoted in U.S. Dollars.

Following a Completed Sale or Completed Survey, the payment to Freelancer Workers, less any payment processing fees (if applicable), will be remitted by a third party freelancing platform within 30 days. Before the first payment is made to a Freelance Worker, the total amount due to Freelance Worker must be at least $100 (the “Minimum Commission”).

For Freelance Workers based in Sweden, payment will be remitted by Frilans Finans Sverige AB, see further section 3 below.

f. Freelance Workers’ benefits and contributions

As a Freelance Worker, you are not entitled to or eligible for any benefits that Universal Avenue may make available to its employees, such as group insurance, profit sharing or retirement benefits. Because Freelancer Workers work as independent contractors, Universal Avenue will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on Freelance Workers’ behalf.

g. Taxes

For all purposes, including income tax withholding requirements and all other laws, rules and regulations (including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act as applicable to Freelance Workers in the US), Freelance Workers are and shall be treated as independent contractors and not as Company employees. Since you, as a Freelance Worker, are an independent contractor and not an employee of Universal Avenue, we do not withhold income or employment taxes or any other amounts from any Fees paid to you under these Terms of Service, though in some local jurisdictions, some exceptions may be agreed upon where required by law. You are solely responsible for filing all tax returns and paying all amounts required by any federal, state, local, or foreign tax authority arising from the payment of Fees to you under these Terms of Service including all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of Engagements through Universal Avenue and/or under these Terms of Service by Freelance Worker. Please be advised that, in general, all Fees paid to you under these Terms of Service are considered taxable income and we recommend that you consult your own tax advisor for information on your personal tax situation if you are unsure.

For Freelance Workers based in Sweden, please see section 3 below.

h. Indemnification

Freelance Worker agrees to indemnify, defend and hold Company harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from Freelance Worker’s failure to properly pay such taxes or contributions and/or Company not withholding or remitting employment taxes or contributions relative to compensation paid to Freelance Worker and/or failure to comply with applicable federal, state, local and foreign laws and regulations governing self-employed individuals.

i. Insurance

As a Freelance Worker and independent contractor, you are not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Instead, you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while working in the course and scope of an Engagement through Universal Avenue, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that the Company may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of an Engagement obtained through Universal Avenue or which is otherwise covered by this Agreement, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that the Company may have, and that the Company is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies any such obligation.

j. Provision of true and correct information to potential clients

The Freelance Worker undertakes to provide true and correct information to the Venues and not to promote either the Company or any Brand that the Freelancer has undertaken to represent under false pretenses and/or promises and/or undertakings and not to bind the Company or any Brand with any undertakings whatsoever. The Freelance Worker may rely only on the information contained on the Platform and/or the Site and/or the information provided to the Freelance Worker by the Brand. In the event that the Freelance Worker breaches this term the Freelance Worker will be liable towards the Company for any losses and/or damages the Company incurs as a result of such a breach by the Freelance Worker.

k. Confidentiality

Freelance Workers and Brands shall keep in strict confidence all technical or commercial know-how and information which is of a confidential nature and has been disclosed to, or otherwise obtained by, the Freelance Worker by Universal Avenue, its employees, agents or subcontractors (the “Disclosing Party”). This non-disclosure obligation shall not include information that the Freelance Worker can demonstrate: (a) he/she knew without restriction before receipt from the Disclosing Party; (b) is publicly available through no fault of the Freelance Worker; (c) is rightfully received from a third party without a duty of confidentiality; or (d) is independently developed by the Freelance Worker.

l. Compliance with law

Freelance Worker will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.

3. SPECIFIC TERMS FOR FREELANCE WORKERS BASED IN SWEDEN

For Freelance Workers based in Sweden, this section 3 will apply alongside the terms in section 2. In case of any inconsistencies, this section 3 shall take precedence.

a. Agreement with Frilans Finans

In order for a Freelance Worker based in Sweden to perform Engagements under these Terms of Service, he/she needs to enter into an agreement with Frilans Finans Sverige AB (“Frilans Finans”). The Freelance Worker is offered the choice of either (i) being employed by Frilans Finans, or (ii) being an independent contractor. The specific terms of the relationship between the Freelance Worker and Frilans Finans will thus be governed either by (i) an employment agreement, or (ii) an independent contractor agreement. Please be advised that the agreements to be entered into with Frilans Finans include specific important terms regarding (i) payment of remuneration, taxes and insurance as regards the employment agreement, and (ii) invoicing and taxes as regards the independent contractor agreement.

b. Payment

Following a Completed Sale or Completed Survey, the Company will send a payment instruction to Frilans Finans within ten (10) days and the payment to Freelancer Worker will be remitted by Frilans Finans in accordance with the terms of the employment agreement or independent contract agreement, as applicable. Before the first payment is made to a Freelance Worker, the total amount due to Freelance Worker must be at least $100 (the “Minimum Commission”).

4. THE UNIVERSAL AVENUE PLATFORM

a. Use of Universal Avenue content and Platform

The Platform is a technology platform that enables Freelance Workers and Brands to, respectively, arrange or schedule sales-on-demand services and solutions. In order to participate in, use and/or obtain access to Universal Avenue’s services and solutions in a variety of ways, you must register and create an account profile. To register an account, you must be, and hereby represent that you are either a legal entity or an individual (18) years of age or older (or have otherwise reached the age of majority in the jurisdiction in which you will conduct business) and can form legally binding contracts. Any registration by, use of or access to the Site or App by anyone who does not meet these requirements is unauthorized, unlicensed and in violation of these Terms of Service.

You further represent and warrant that you will use the Platform in a manner that complies with all applicable federal, state, local, and foreign laws and regulations.

b. Account Registration

By registering for an account, you must complete a User profile (“Profile”), which you consent to be shown to other Users.  You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or App or provide to the Company and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide and to correct any information about your location, your business, your skills, or the services you or your business provides that is or becomes false or misleading. You agree not to register for more than one account without express written permission from us. You agree not to ask or allow another person to create an account on your behalf, for your use, or for your benefit.

As a Freelance Worker, you represent and warrant that you use your Profile to market your services to others as an independent contractor.

c. Usernames and Passwords

When you register for an account, you will be asked to choose a username and password for the account. You can change the password for the account at any time.

You are entirely responsible for safeguarding and maintaining the confidentiality of your account username and password. You authorize Universal Avenue to assume that any person using the Site or App with your username and password, either is you or is authorized to act for you. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your account or any unauthorized access to your password or the password of any user of your account. You further agree not to use any username, or password of another User of the Site that you are not authorized to use, and not to allow others who are not authorized to do so to use your account at any time.

d. Proprietary rights in Site Content; Limited license

All content on the Site and App, including but not limited to designs, text, script, graphics, logos, page headers, button icons, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content") are protected by copyright, trademark and other laws of Sweden and foreign countries. You acknowledge and agree that the Site Content and all associated intellectual property rights are the exclusive property of the Universal Avenue, its licensors or the Brands. All trademarks, service marks, logos, trade names, and any other proprietary designations of Universal Avenue used on or in connection with the Site or App, are trademarks or registered trademarks of Universal Avenue in Sweden and in other countries. Trademarks, service marks, logos, trade names and any other proprietary designations of third parties used on or in connection with the Site or App, are used for identification purposes only and may be the property of their respective owners.

Universal Avenue's trademarks may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Universal Avenue's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site or App.

Provided that you are eligible for use of the Site and App, you are granted a limited, non-exclusive, license to access and use the Site, App and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content (as defined below), you may not upload or republish Site Content on any internet, intranet or extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. Such license is subject to these Terms of Service and does not include use of any data mining, robots or similar data gathering or extraction methods.

Any use of the Site, App or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Service shall be construed as conferring any license to intellectual property rights. This license is revocable at any time without notice and with or without cause.

e. User Conduct

You represent, warrant and agree not to use the Site or App to:

  1. Harvest or collect email addresses or other contact information of other Users from the Site or App by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  2. Use the Site or App in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site or App;
  3. Use automated scripts to collect information from or otherwise interact with the Site or App; upload, post, transmit, share, store or otherwise make available (hereinafter “Post”) any content that (a) we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable, or (b) will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights;
  4. Post any videos other than those of a personal nature that: (a) are of you or your friends, (b) are taken by you or your friends, or (c) are original art or animation created by you or your friends; register for more than one User account, register for a User account on behalf of an individual other than yourself or a business other than one for which you are authorized to enter into this contractual agreement, impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
  5. Post any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  6. Post on the Site or App any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, social security numbers and credit card numbers; solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  7. Post any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; intimidate or harass another;
  8. Post content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law; use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Site or App; or
  9. Post content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site or App, or which may expose Company or its Users to any harm or liability of any type.

f. User Content posted on Site or App

You are solely responsible for the photos, profiles, images, messages, notes, text, data, feedback, context, information, music, video, advertisements, listings, and other content that you Post on or through the Site or App, or transmit to or share with other Users (collectively the "User Content").

You may not Post User Content on the Site or App that you did not create or that you do not have permission to Post. You understand and agree that the Company may, but is not obligated to, review the Site and App and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including without limitation User Content that in the sole judgment of the Company violates these Terms of Service, or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you Post on the Site or App or provide to the Company.

When you Post User Content to the Site or App, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the Posting and storage of the User Content on the Site or App. By Posting User Content to any part of the Site or App, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose on or in connection with the Site or App or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site and App at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content.

5. COPYRIGHT COMPLAINTS

We respect the intellectual property rights of others and we prohibit Users from Posting or otherwise transmitting on the Site or App materials that violate another party's intellectual property rights. If you believe that any material on the Site or App infringes upon any copyright that you own or control, please send a written notification of such infringement to us.

6. THIRD PARTY WEBSITES AND CONTENT

The Site and App contains (or you may be sent through the Site or App) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site, App or any Third Party Applications, Software or Content Posted on, available through or installed from the Site or App, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us.

If you decide to leave the Site or App and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or App or relating to any applications you use or install from the Site or App.

7. USER DISPUTES

You are solely responsible for your interactions with other Universal Avenue Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

8. PRIVACY

For Freelance Workers to be able to perform Engagements and for Users to be able to use the Platform it may be required that Freelance Worker and other Users provide certain information to Universal Avenue. Universal Avenue shall have the right to use such information as necessary to forward potential Engagements to Freelance Workers and to identify Freelance Workers to Brands, including to reasonably share the information with partners and affiliates. The Privacy Policy of the Company, which can be reviewed by clicking here and which each User has accepted upon setting up a Universal Avenue profile, or otherwise using the Platform, applies to the processing, storage and use of any information that is personal data. By using the Site or App, you are consenting to have your personal data transferred to and processed in places other than your place of activity.

9. DISCLAIMERS

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content Posted on the Site or App or in connection with an Engagement, whether Posted or caused by users of the Site or App, by Universal Avenue, by third parties or by any of the equipment or programming associated with or utilized in the Site or App. Although we provide rules for user conduct and Postings, we do not control and are not responsible for what users Post, transmit or share on the Site or App and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or App or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or App.

The Company will make reasonable efforts to keep the Platform operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions, and the Site or App, which may therefore be temporarily unavailable from time to time for maintenance or other reasons. You understand and agree that the Company has no obligation to maintain, support, upgrade, or update the Platform, or to provide all or any specific content through the Platform. Further, the Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications.

The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the web and/or in connection with the Platform, including without limitation any mobile client software.

Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or App, any User Content or Third Party Applications, Software or Content Posted on or through the Site or App or transmitted to Users, or any interactions between users of the Site or App, whether online or offline.

10. WARRANTY

We endeavor to provide the best Platform we can, but you understand and agree that the Site and App are provided "as-is" and the Company disclaims any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. You use the Platform at your own risk. The Company cannot guarantee and does not promise any specific results from use of the Site or App. Company does not represent or warrant that software, content or materials on the Site or App are accurate, complete, reliable, current or error-free or that the Site or App or Service are free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of any such software, content or materials and use industry-recognized software to detect and disinfect viruses.

The Company reserves the right to change any and all content, software and other items used or contained in the Site or App at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

11. LIMITATION OF LIABILITY

You agree that, to the extent permitted by applicable law, your sole and exclusive remedy for any problems or dissatisfaction with the Site or App is to stop using the Site or App. In no event will the Company or its directors, employees, shareholders or agents be liable to you or any third person for any indirect, consequential, exemplary, incidental, special or punitive damages, including for any lost profits or lost data arising from your use of the Site or App, even if the Company is aware or has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the Company's liability to you for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you to Company in connection with any Engagement, but in no case will the Company's liability to you exceed $1,000. You acknowledge that if no fees are paid to Company in connection with any Engagement, you shall be limited to injunctive relief only, unless otherwise permitted by law, and shall not be entitled to damages of any kind from Company, regardless of the cause of action.

Nothing in these Terms of Service removes or limits our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence. Some aspects of this section may not apply in some jurisdictions.

12. TERM AND TERMINATION

These Terms of Service will continue to apply to you until terminated by either you or the Company. The Company may suspend or terminate your account, delete your profile and any content or information that you have Posted on the Site or App and/or prohibit you from using or accessing the Site or App (or any portion, aspect or feature of the Site or App) for any reason, or no reason, at any time in its sole discretion, with or without notice.

If your access to or use of the Site or App has been limited or your Universal Avenue account has been suspended, you may not register a new Universal Avenue account or attempt to access and use the Site or App through other UA accounts.

13. INDEMNITY

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content or Software you Post or share on or through the Site or App, your use of the Site or App, your conduct in connection with an Engagement or the provision of Services, your conduct with Brands or other users of the Site or App, or any violation of these Terms of Service or of any law or the rights of any third party.

14. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or App (" Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

15. COMMUNICATION FROM YOU TO UNIVERSAL AVENUE

All notices to Universal Avenue or our affiliates intended to have a legal effect must be in writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the following address: Birger Jarlsgatan 18, 114 34 Stockholm, Sweden; or (c) in writing via email to legal@universalavenue.com. All such notices are deemed effective upon receipt by Universal Avenue.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. Dispute Process, Arbitration and Scope

If a dispute arises between you and Universal Avenue, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Universal Avenue, and our affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to these Terms of Service, your relationship with Universal Avenue (including any claimed employment with Universal Avenue or one of its affiliates or successors), the termination of your relationship with Universal Avenue, or an Engagement (each, a “Claim”) in accordance with this Section 16 (sometimes referred to as “Arbitration Provision”). Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, any agreement with another User, any payments or monies you claim are due to you from Universal Avenue or its affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under the Defend Trade Secrets Act, Civil Rights Act of 1964, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Universal Avenue or the termination of that relationship.

Disputes between the parties that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of these Terms of Service.

16.2. Choice of Law

These Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the Sweden, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelance Worker located within the United States will be governed by the law of the state in which such Freelance Worker resides. However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).

16.3. Informal Dispute Resolution (Does Not Apply to Users Located Outside the United States and Its Territories)

Before serving a demand for arbitration of a Claim, you agree to first notify each other of the Claim. You agree to notify Universal Avenue of the Claim at Birger Jarlsgatan 18, 114 34 Stockholm, Sweden; or by email to legal@universalavenue.com, and Universal Avenue agrees to provide to you a notice at your email address on file (in each case, a “Notice”). You and Universal Avenue then will seek informal voluntary resolution of the Claim. Any Notice from you must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any Notice from Universal Avenue must include pertinent account information, a brief description of the Claim, and Universal Avenue’s contact information, so that you may evaluate the Claim and attempt to informally resolve the Claim. Both you and Universal Avenue will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

16.4. Arbitration (Applies to Users Located Outside the United States and Its Territories)

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Universal Avenue, and our affiliates agree that the Claim shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English (or Swedish, if agreed upon between the parties).

16.5. Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Users Located Outside the United States and Its Territories)

This Arbitration Provision applies to all Users except Users located outside of the United States and its territories.

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Universal Avenue, and our affiliates 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.

16.5.1. Scope of Arbitration Agreement and Conduct of Arbitration

This Arbitration Provision applies to any Claim the parties may have and survives after your relationship with Universal Avenue ends. Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the other Terms of Service, your relationship with Universal Avenue. 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.

Except as otherwise provided herein, arbitration will be conducted in Chicago, Illinois in accordance with the JAMS Comprehensive Arbitration Rules and Procedures under the Optional Expedited Arbitration Procedures then in effect for JAMS. Notwithstanding the foregoing, any Claims by Freelance Workers that allege employment or worker classification disputes will be conducted within 25 miles of where the Freelance Worker is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The JAMS arbitration rules may be found at www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules.” The parties agree that any party will have the right to appear at the arbitration by telephone and/or video rather than in person.

You and Universal Avenue will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration under the JAMS Employment Arbitration Rules and Procedures, the Freelancer will pay JAMS arbitration fees only to the extent those fees are no greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted, with Universal Avenue to make up the difference, if any. The arbitrator must follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

This Arbitration Provision does not apply to litigation between the Company and you to which you are a party that is or was already pending in a state or federal court before the expiration of your opt-out period. This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance or unemployment insurance benefits. Either you or Universal Avenue may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the matter.

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Universal Avenue will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

16.5.2. Interpretation and Enforcement of this Arbitration Provision

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, the Agreement or any other part of the Terms of Service is void or voidable. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection 16.4.3, below, of this Arbitration Provision is deemed to be unenforceable, you and Universal Avenue agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.

16.5.3. Class and Collective Action Waiver

Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration provision affects your ability to participate in class or collective actions. Both you and Universal Avenue agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Agreement or the JAMS Rules, disputes regarding the enforceability, revocability, scope, or validity or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. You and Universal Avenue agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class or collective action in any forum. However, Universal Avenue may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.

16.5.4. Right to Opt Out of the Arbitration Provision

You may opt out of the Arbitration Provision by notifying Universal Avenue in writing within 30 days of the date you first registered for the Site or within 30-days of any Substantial Change to the Terms of Service. To opt out, you must send a written notification to Universal Avenue at Birger Jarlsgatan 18, 114 34 Stockholm, Sweden; that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement that you wish to opt out of the Arbitration Provision. Alternatively or in addition, you may send this written notification via email to legal@universalavenue.com. If you do not opt out as provided in this Section 16.5.4, continuing your relationship with Universal Avenue constitutes mutual acceptance of the terms of this Arbitration Provision by you and Universal Avenue. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

16.5.5. Enforcement of this Arbitration Provision.

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.

17. OTHER

These Terms of Service constitute the entire agreement between you and Company regarding the use of the Site and/or App, superseding any prior agreements between you and Company relating to your use of the Site and/or App. The failure of Company to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms of Service is held invalid, the remainder of these Terms of Service shall continue in full force and effect. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Service and shall not affect the validity and enforceability of any remaining provisions.

18. QUESTIONS

Please contact legal@UniversalAvenue.com for more information.