Terms of Use

TUDO Terms of Use

Last Updated: 01 June 2021

IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. IT AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

The TUDO mobile application and the TUDO website located at https://tudo.app comprise a SaaS-based Digital transformation platform (“Platform”) designed and developed by Hanum Technologies, Inc. (“TUDO”) to help consumers (“Consumers”) search, utilize, research, hire, transact rate and review businesses providing certain defined services (collectively, “Service Providers”) with a robust set of tools, including Scheduling, Communication, Rescheduling, Invoicing, Payment and more. Together, the Consumers and Service Provider shall be referred to herein as a (“User”).

The following Terms of Use outline your obligations when using the Platform.

ACCEPTANCE OF THESE TERMS

This Terms of Use Agreement ("Terms"), govern your access to, use of, and participation in the TUDO Platform ("TUDO," “Platform,” "we," "our," or "us") and the entirety of your relationship with TUDO.

All references to "you" or "your," as applicable, mean the person who accesses, whether for yourself, or on behalf of others or your business, uses, or participates in the TUDO Platform in any manner, and each of your heirs, assigns, and successors.

If you use the TUDO Platform on behalf of an entity or an individual capacity (Self-Employed) that offers and sells goods and services, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and "you" and "your" herein shall refer to that entity, its directors, officers, employees, representatives, and agents collectively, identified as “Service Provider” User on the TUDO Platform and you are the seller or provider of the TUDO Services.

The TUDO Platform offers its Users a variety of capabilities including, but not limited to, Service Provider searches, schedule and reschedule appointments, receive estimates or quotes, communication (Text Messages, Audio, Video, emails, etc.), deals and offers, invoicing, payments, dispute resolution and other direct purchase of goods and services (“Service” or “Platform Services”) developed, curated, facilitated and managed by TUDO Platform on behalf of Service Providers.

The TUDO Platform offers Service Providers a variety of e-commerce related business configurations, settings, and tools including but not limited to the ability to provide the details of a potential engagement including duration, description of services, rate card (Fixed and Hourly rates), estimation, taxes, directions, radius, work schedule, holiday calendar, employee roster, branches, collect payments, insurance, vehicles, communication (Text Messages, Audio, Video, emails, etc.), whereby the TUDO Platform provides facilities to generate leads, prospects, advertise or marketing of certain promotions, discounts, coupons, vouchers, e-commerce offers in the Marketplace.

TUDO or TUDO Platform is a SaaS-based digital transformation platform for Small and Self-employed Businesses to leap into the next-generation enterprise solutions at the global scale and reach. TUDO platform weaves both Businesses and Consumers together to culminate real-time collaborative business needs and opportunities thus bringing synergy and value proposition to both Business and Consumer needs.

To use the Service, you must read and accept all the terms and conditions in, and linked to, this Platform Usership Agreement (this “Agreement”). This Agreement may be modified by TUDO from time to time at our sole discretion, and you will receive notice if modifications to the Agreement are made. We strongly recommend that, as you read this Agreement, you also access and read the linked information. By accepting this Agreement, you also agree that your use of the TUDO mobile app (TUDO App) and https://tudo.app or other website(s) we operate may be governed by separate terms and conditions, agreements, and privacy policies.

AS DETAILED IN THE ELIGIBILITY, SERVICE MEMBER REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM SECTION BELOW, IF YOU ARE A SERVICE PROVIDER USER, YOU UNDERSTAND AND AUTHORIZE TUDO TO USE YOUR INFORMATION TO OBTAIN BACKGROUND CHECKS AND BUSINESS CREDIT CHECKS FROM ITS VENDORS THROUGHOUT THE USE OF THE TUDO SERVICES.

PLEASE READ THE TERMS THOROUGHLY AND CAREFULLY. BY USING THE TUDO, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MAY NOT ACCESS OR USE THE TUDO PLATFORM.

BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL OF THE TUDO TERMS, CONDITIONS, AND NOTICES CONTAINED IN THIS AGREEMENT JUST AS IF YOU HAD SIGNED THIS AGREEMENT.

MODIFICATIONS OF TERMS OF USE

TUDO reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice. TUDO will notify you of changes by posting on the TUDO Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Modifications will become effective thirty (30) days after the earliest of: (a) modifications being posted on the TUDO Platform; (b) TUDO’s transmission of a message to you about the modifications; or (c) you are otherwise notified when you are logged into your account. Your use of the Platform after the expiration of the thirty (30) days shall constitute your consent to the changes. If you do not agree, you may not access or use the Platform.

ADDITIONAL TERMS AND POLICIES

Please review TUDO's Privacy Policy, incorporated herein by reference, for information and notices concerning TUDO's collection and use of your information. The provision and delivery of text messages by TUDO or our text message service providers is governed by our Collaboration Terms and Conditions, which are expressly incorporated herein. The TUDO Guarantee is governed by the TUDO Assurance Terms and Conditions, which are expressly incorporated herein. Please review the full set of key TUDO policies that govern your use of the Platform and our interactions with you and third parties. Certain areas or products on the Platform may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions or policies. If there is a conflict between these Terms and the terms and conditions or policies posted for a specific area or product, the latter take precedence with respect to your use of that area or product.

KEY TERMS

"SaaS" means Software as a Service; a way of delivering applications over the Internet—as a service.

"Website" means the website(s) or mobile app(s) that we operate.

"App" means the website(s) or mobile app(s) that we operate.

"Platform" means all TUDO websites, mobile or other applications, software, processes, and any other services provided by or through TUDO.

"Collective Content" means User Content and TUDO Content together.

"Content" means text, graphics, images, music, software, audio, video, information, or other materials, including but not limited to profile information, Services requests, quotes, message threads, reviews, ratings, scheduling and calendar information, posts, ads, promotions, and other information or materials available on or through the Platform.

"Platform User" OR "User" means a person or entity who completes TUDO's account registration process or a person or entity who submits or receives a request through TUDO, including but not limited to Service Providers and Consumers.

"Consumer" means a Platform User who is registered to receive quotes for Services, requests quotes for Services, or otherwise uses the Platform to receive, pay for, review, communicate, or facilitate the receipt of Services.

"Service Provider" means a Platform User who is registered to send quotes for Services, advertise, offer promotions, communicate, or otherwise use the Platform to offer, provide, receive payment for, or facilitate the provision of Services.

“Provider Employee" means a Platform User who is registered, employed and represents a Service Provider (Collectively as “Service Provider”) to send quotes for Services, advertise, offer promotions, communicate, or otherwise use the Platform to offer, provide, receive payment for, or facilitate the provision of Services.

"Services" means the services listed, quoted, scheduled, offered or provided by Service Providers, or sought, scheduled or received by Consumers, through the Platform.

"TUDO Content" means all Content TUDO makes available on or through the Platform, including any Content licensed from a third party, but excluding User Content.

"User Content" means all Content submitted, posted, uploaded, published, or transmitted on or through the Platform by any Platform User or other user of the Platform, including but not limited to photographs, profile information, descriptions, postings, reviews, requests, messages, and payments made through the Platform, but excluding TUDO Content and Feedback.

"Plan" means the pricing plan (as detailed at TUDO Pricing) that you choose in connection with a Subscription for the associated functionality and services.

"Subscription" means your subscription to the Services through a Plan of your choice for your access and use of an Account.

"Charges" means demand (an amount) as a price from TUDO Platform for a service rendered or goods supplied either to and from a Platform User, Service Provider, Provider Employee, Consumer, User, etc.

"Service Data" means all electronic data, text, messages, or other materials, including Registration Data, Cardholder Data and Personal Data of Service Provider or Provider Employee or Consumer or Platform User or Users, submitted to the Services through an Account in connection with your use of the Services.

"Walk-In Service" means Consumer walks, visits or enters the Service Provider’s business location, office, store, etc. get honored desired services requested on the TUDO Platform.

"In-Home Service" means Service Provider visits Consumer’s service address, location or site to render the requested services on the TUDO Platform.

"On-Demand Service" means Service Provider visits Consumer’s real-time current location or site to render the requested services on the TUDO Platform.

"Service Data" means the physical or electronic, virtual information such as (but not limited) personal, transactional, geolocation, address, date, time, communication (text, audio, video, attachments), images, graphics, files, etc., available on TUDO platform.

"Gratuity" or "Tip" means a sum of monetary value customarily given, paid or committed by a Platform User towards the service(s) received on the TUDO Platform, in addition to the basic price of the service(s).

"Charitable Donation" means a gift of monetary value given, paid or committed by a Platform User made to a nonprofit organization to help it accomplish its goals on the TUDO Platform, in addition to the basic price of the service(s).

"TUDO Protection" means a promise about the quality, condition, or reliability of a product or service that you rely upon while availing of TUDO Platform services and TUDO guarantees your satisfaction.

ELIGIBILITY, SERVICE PROVIDER REPRESENTATIONS, WARRANTIES, AND USE OF THE PLATFORM

Access to and use of the Platform is available only to individuals who are at least 18 years old and can form legally binding contracts under applicable law. By accessing or using the Platform, you represent and warrant that you are eligible.

By registering or using the Platform to offer, post, or provide Services, Service Providers represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services and in relation to the specific job they are performing. Service Providers otherwise agree to comply with all applicable laws, including the California Consumer Privacy Act, in their use of the Platform and any personal information obtained from the Platform.

TUDO is not in the business of providing Services. Service Providers understand and agree that by creating and maintaining an account on the Platform, Users receive only the ability to use the TUDO Platform to access Consumers interested in receiving Services and related tools, including but not limited to the ability to message and collaborate those persons or schedule appointments, that facilitate the provision of Services. For example, Consumers may use the Platform to intentionally interact with Service Providers regarding Services. Service Providers understand and agree that using the Platform does not guarantee that anyone will engage them for Services.

Service Providers understand and agree that they are Users of the TUDO Platform and are NOT TUDO employees or employed or contracted by TUDO, joint venturers, partners, or agents. Service Providers acknowledge that they set or confirm their own terms of engagement with Consumers including but not limited to service duration, prices, estimates, taxes (as legally applicable in respective areas of operation), provide their own equipment, tools, software, process, spares parts, pricing, warranty, guarantee on such spare parts and determine their own work schedule, workdays, holiday, safety measures at work and worksite, etc. TUDO does not control, and has no right to control, the services a Service Provider (including how the Service Provider provides such services, promises made to Consumers) is engaged by a Consumer or Platform User, except as specifically noted herein.

TUDO and TUDO Platform makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness, or completeness of that information and services offered, rendered, delivered by Service Providers or Platform Users, and assumes no responsibility for any omissions or errors or damages or delays or financial loss or accidents or illegal activities of any nature or health risk, hazard or death therein.

TUDO, as permitted by applicable laws, may obtain reports regarding Service Provider, which may include the history of criminal convictions or sex offender registration, and may limit, block, suspend, deactivate, or cancel a Service Provider’s account, for any reason or no reason, in TUDO’s sole discretion, including based on the results of such a check. As a Service Provider, you agree and authorize us to use your personal information, including, but not limited to, your full name and date of birth, to obtain such reports from TUDO’s vendors.

ACCOUNT REGISTRATION AND OTHER SUBMISSIONS

Users are required to register with the TUDO Platform by creating a password-protected account ("Account"). You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update the information to keep it accurate, current, and complete. You are solely responsible for safeguarding your TUDO password. You are solely responsible for all activity that occurs on your Account, and you will notify TUDO immediately of any unauthorized use. TUDO is not liable for any losses by any party caused by unauthorized use of your Account. Notwithstanding the foregoing, you may be liable for the losses of TUDO or others due to such unauthorized use. Your account is non-transferable in line with TUDO policies and procedures.

YOUR LICENSE TO USE THE PLATFORM

Subject to your compliance with these Terms, TUDO grants you a limited, non-exclusive, revocable, non-transferable, and non-sublicensable license to reproduce and display Collective Content (excluding any software source code) solely for your personal and non-commercial use and only in connection with your access to and participation in the Platform. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, or otherwise exploit the Platform or Collective Content, except as expressly permitted in these Terms. The Platform and Collective Content are provided to you AS IS. If you download or print a copy of Collective Content for personal use, you must retain all copyright and other proprietary notices contained thereon. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by TUDO or its licensors, except for the licenses and rights expressly granted in these Terms.

USER DATA

When using the TUDO Platform, TUDO may provide/ share certain User Data with Service Providers and third party applications. Service Providers may use such Data as TUDO may provide for its lawful business purposes. "Data'' means data related to Users that TUDO makes available to Service Providers and third party applications through the TUDO Platform.

USER CONTENT

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Platform, you hereby grant to TUDO a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Platform or Services, or for any other purpose in our sole discretion, except that the contents of private messaging through the Platform will not be used by TUDO in public advertising. In the interest of clarity, the license granted to TUDO shall survive termination of the Platform or your Account. TUDO does not claim ownership rights in your User Content and nothing in these Terms will be deemed to restrict rights that you may have to use and exploit any such User Content submitted, posted, uploaded, published, or transmitted on or through the Platform by you.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents, and releases that are necessary to grant to TUDO the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or TUDO's use of your User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. While it has no obligation to do so, you agree that TUDO may proofread, summarize or otherwise edit or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in these Terms.

TUDO reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider being objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or users, or for any other reason.

PROHIBITIONS

As a user of the Platform, you may NOT:

Use another person's Account, misrepresent yourself or Services offered through the Platform, misrepresent your identity or qualifications, misrepresent a project or other information in a quote request, or post Content in any inappropriate category or areas on the Platform;
Use any automated system including but not limited to robots, spiders, offline readers, or scrapers to access the Platform for any purpose without TUDO's prior written approval; provided, however, that the operators of public search engines may use spiders or robots to copy materials from the Platform for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such material (TUDO reserves the right to revoke these exceptions either generally or in specific cases);
In any manual or automated manner copy copyrighted text, or otherwise misuse or misappropriate Platform information or Content including but not limited to, for use on a mirrored, competitive, or third-party site;
Transmit more request messages through the Platform in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser;
Take any action that (a) may unreasonably encumber the Platform's infrastructure; (b) interferes or attempts to interfere with the proper working of the Platform or any third-party participation; (c) bypasses measures that are used to prevent or restrict access to the Platform; (d) circumvents, disables or otherwise interferes with security features of the Platform; (e) distributes viruses or any other technologies that may harm TUDO or users; (f) uses the Platform in a way that violates any copyrights, trade secrets, or other rights of any third party, including privacy or publicity rights; or (g) circumvents or manipulates Fee (defined herein) structure, billing, or Fees owed;
Use the Platform in any manner that circumvents your obligation to pay TUDO for access to services provided by the Platform;
Notwithstanding anything to the contrary contained in these Terms, “sell” any personally identifiable data (as that term is defined by the California Consumer Privacy Act), including but not limited to information related to Consumers;
Collect, harvest, or publish any personally identifiable data including but not limited to names or other account information, from the Platform, or use the communication systems provided by the Platform for any reason not explicitly authorized by these Terms, including commercial solicitation purposes;
Recruit, solicit, or contact in any form Users for employment or any other use not specifically intended by the Platform;
Take any inappropriate or unlawful actions, including the submission of inappropriate or unlawful Content to or through the Platform, including Content that is harassing, hateful, illegal, profane, obscene, defamatory, threatening, or discriminatory, or that advocates, promotes, or encourages inappropriate activity, conduct that would be considered a criminal offense, or conduct that would give rise to civil liability or violate any law;
Violate any key TUDO policies that govern your use of the Platform and our interactions with you and third parties;
Advertise or solicit a Service(s) not related to or appropriate for the Platform including, but not limited to any Service(s) that (a) is not in supported categories or provides only products; (b) provides directories or referrals; (c) offers lending; (d) offers rental space; (e) promotes events (such as a party or professional convention); (f) competes with the business of TUDO; (g) is based outside the United States; (h) promotes or offers Ponzi schemes, junk mail, spam, chain letters, pyramid schemes, affiliate marketing or unsolicited commercial content, discount cards, credit counseling, online surveys or contests, raffles, prizes, bonuses, games of chance or giveaways; or (i) offers a Service(s) not reasonably available to a Consumer or other individual in that Consumer or individual’s location;
Submit User Content that damages the experience of any user including but not limited to (a) requests to download non-TUDO mobile applications or links that direct the user to mirrored websites where the user must enter information that is redundant with what has already been entered on TUDO, (b) offers to purchase a Service(s) or any other service outside of TUDO, or (c) using a profile page or user name to promote services not offered on or through the Platform;
Take any action that may undermine the efficacy or accuracy of reviews or rating systems;
Fail to perform Services purchased from you as promised, unless the Consumer or other individual fails to materially meet the terms of the mutually agreed-upon agreement for the Services or refuses to pay, or a clear typographical error is made, or you cannot authenticate the Consumers or other individual’s identity;
Engage in fraudulent conduct including but not limited to offering to make money transfers with intent to request a refund of any portion of the payment or soliciting users to mail cash or use other payment methods prohibited by TUDO;
Sign up for, negotiate a price for, use, or otherwise solicit a Service(s) with no intention of following through with your use of or payment for the Service(s);
Agree to purchase a Service(s) when you do not meet a Service Provider or Platform User's requirements or visa-versa;
Undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Platform; and
Attempt to indirectly undertake any of the foregoing.

LINKS TO THIRD-PARTY SITES

If links to third-party websites are provided on the TUDO Platform, they are solely as a convenience to you. You may leave the TUDO Platform if you use those links. These third-party websites are responsible for and undertake to maintain their own site terms of use. TUDO does not review, or control, third-party sites, and is not responsible for any sites or their content. TUDO does not endorse or make any representations about any information or materials found, or any results that may be obtained from using third-party websites. If you access any third-party sites linked to the TUDO Platform, you do so at your own risk.

SERVICE ESTIMATE, CHARGES, INVOICE, PAYMENTS

You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). TUDO will receive and enable your payment of the applicable Charges for services or goods obtained through your use of the Services using TUDO Platform. Charges will be inclusive of applicable taxes where required by law. Charges may include but not limited to other applicable estimates, additional charges (products, services, parts, auxiliaries, sundry items, etc), toll, surcharges, a booking fee, gratuity, local taxes, financial processing fees, etc (collectively “Add-ons”) for split payments.

Consumers may elect to cancel their respective requests for Services at any time prior to the commencement (Onboarding) of such Services (Restrictions apply), in which case Consumer may be charged a cancellation fee (SERVICE CANCELLATION, RESCHEDULE AND OTHER FEES).

Service Estimate. TUDO Platform provides a basic service price estimation at the time of scheduling a service appointment with a Service Provider, this basic estimate solely relies on Service Provider's business settings and TUDO Platform has NO control over the accuracy of these estimates. An estimate may or may not include all the Charges, but excludes the aforementioned “Add-ons” and TUDO Platform offers and allows Users to communicate, interact and collaborate using TUDO In-App tools and services.

Invoice. All Service Charges added “Add-ons”, and applied Discounts, if any, are computed and the final Charge in the form of an Invoice. Services Provider computes the Invoice based on service(s) rendered and sends the Invoice to the Consumer on the TUDO Platform. Invoice is the financial responsibility Consumer owes to the Service Provider. Invoice is due immediately and is the financial obligation of Consumer for Payment on TUDO Platform.

TUDO reserves the right to establish, remove, or revise Charges and Invoices for any or all services or goods obtained using the Services at any time in TUDO's sole discretion. All. Users agree to these terms in the case of dispute resolution. TUDO may from time to time provide certain Platform Users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained using the TUDO Services, and you agree that such promotional offers and discounts unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you.

Gratuity or Tip. TUDO Platform offers features to collect a Gratuity or Tip (% of entire Charges or Invoice amount) from its Platform Users for the services rendered by Service Providers, these contributions are NOT shared with Service Providers and TUDO keeps 100% of Gratuity or Tip collected from Users. Please note that Service Providers are responsible for paying applicable third party(s) service fees such as Payment Gateway, Payment Collections, etc. on the collected Gratuity or Tip portion of the entire Charges. Paying Gratuity or Tip is not mandatory but at the will and complete discretion of the Platform User who is settling TUDO charges.

Charitable Donations. TUDO Platform collects certain Charitable Donations on behalf of qualified non-profit organizations. 100% of the charitable collections goes to non-profit organizations after deducting applicable third party(s) service fees such as Payment Gateway, Payment Collections, etc. Charitable Donations are not mandatory but at the will and at the complete discretion of the Consumer who is settling TUDO charges.

TUDO Protection fee. TUDO Platform offers an optional service assurance feature (“TUDO Protection” for a fraction of a cost of the “Charges” or “Invoice” value up to 10%. TUDO Protection fee is not mandatory, but at the will and complete discretion of the Consumer who is settling TUDO charges. If “TUDO Protection” purchased, TUDO provides indemnity and covers up a maximum of “Charges” or “Invoice” for the losses or damages caused by the Services Provider for a maximum of 90 days from the date of services rendered.

Payments. TUDO may enable you to make Marketplace Payments using credit, debit, or prepaid cards, by linking your bank account, or by any other payment method we support. We reserve the right to cancel your ability to make payments with one or more of the payment methods you have authorized in our sole and absolute discretion.

Default Payment Method. For ordinary charges for Platform Users, TUDO will first attempt to charge the default payment method. If TUDO is unable to charge that payment method for any reason--including but not limited to exceeding a payment method’s credit limit, payment method cancellation, a payment method being out of date, or payment method details being incorrect--you agree that TUDO may charge any other payment method associated with your account. If your payment details change, your card provider may provide us with updated card details. We may use these new details to help prevent any interruption to the Platform Services. If TUDO is unable to charge the default payment method, TUDO will attempt to charge any other payment methods associated with your account in the order in which they were most recently provided, used, or updated on the Platform, charging the most recently provided, used, or updated valid payment method first.

If you choose your bank account as your Marketplace Payment method, you authorize TUDO and our payment processors to make Automated Clearing House (“ACH”) withdrawals from your bank account and to make any inquiries we consider necessary to validate any dispute involving payments you make to us, which may include ordering a credit report and performing other credit checks or verifying the information you provide us against third-party databases. You authorize TUDO or its provider to initiate one or more ACH debit entries (withdrawals) or the creation of an equivalent bank draft for the specified amount(s) from your bank account, and you authorize the financial institutions that hold your bank account to deduct such payments. You also authorize the bank that holds your bank account to deduct any such payments in the amounts and frequency designated in your Account.

If your full order is not processed by us at the same time, you hereby authorize partial debits from your bank account, not to exceed the total amount of your order you agree to pay any ACH fees or fines you or we incur associated with transactions you authorize. This return fee will vary based on which state you are located in. The return fee may be added to your payment amount and debited from your bank account if we resubmit an ACH debit due to insufficient funds. We may initiate a collection process or legal action to collect any money owed to us. You agree to pay all our costs for such action, including any reasonable attorneys' fees. Federal law limits your liability for any fraudulent, erroneous, or unauthorized transactions from your bank account based on how quickly you report it to your financial institution. You must report any fraudulent, erroneous, or unauthorized transactions to your bank no more than 60 days after the disputed transaction appeared on your bank account statement. Please contact your bank for more information about the policies and procedures that apply unauthorized transactions and the limits on your liability.

After Consumer has received the invoice and paid for services or goods obtained through the Service, consumers will have the opportunity to rate and write reviews on Service Provider. TUDO may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Service Providers or other third parties.

Marketplace Payment Disputes: All requests for Marketplace Payment chargebacks, errors, claims, refunds, and disputes (“Payment Disputes”) will be subject to review by TUDO in accordance with the rules applicable to the payment method you used to make the Marketplace Payment and will be in TUDO’s absolute discretion. TUDO is not liable to you under any circumstances for Payment Disputes we are unable to resolve in your favor. We will normally process your valid written Payment Dispute request within thirty (30) days after we receive it, unless a shorter period is required by law. You may file a Payment Dispute by emailing it to TUDO support at payments@tudo.app. If you close or deactivate your Account before we adjudicate your Payment Dispute, we will not be able to issue you any amounts you are owed. We will attempt to pay you any Payment Disputed amounts you are owed using the method with which you made the disputed payment, but we cannot guarantee that we will be able to do so if your payment method information is inaccurate, incomplete, or has been canceled.

If your actions result, or are likely to result in a Payment Dispute, a violation of these Terms of Use or create other risks to TUDO or our payment processing partners, or if we determine that your Account has been used to engage in deceptive, fraudulent, or illegal activity, then we may permanently withhold any amounts owed to you in our sole discretion. If you have a past due balance due on any Account, or for any additional amounts that we determine you owe us, we may, without limiting any other rights or remedies: (a) charge one or more of your payment methods; (b) offset any amounts you owe us against amounts you may be owed; (c) invoice you for amounts due to us, which such amounts will be due upon receipt; (d) reverse or block any credits to your bank account; or (e) collect payment from you by any other lawful means.

If you fail to make Marketplace Payments you owe when due, or if TUDO is unable to charge one of your payment methods for any reason, TUDO reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or overdue payments will be made by electronic mail or by phone. Such communication may be made by TUDO or by anyone on its behalf, including but not limited to a third-party collections agent.

TUDO may, from time to time, place a hold on any of your payment methods. Any such hold will be temporary and will not mature into a charge on your payment method. Payment method holds are intended to prevent failed payments.

Penalty Fees. TUDO may also charge penalty Fees for cancellation, reschedule, fraud, misconduct, or other violations of these Terms, as determined in our sole discretion.

SERVICE CANCELLATION, RESCHEDULE, NO-SHOW, AND OTHER FEES

TUDO Platform offers its platform services between Users in good faith. Any misuse of the TUDO Platform may result in penalties such as Cancellation fees, charges up to 10% of “Charges” or “Invoice” amount or a maximum of $10 whichever is higher. This is to ensure quality, efficiency, productivity and accuracy of Services rendered over the TUDO Platform. All Users hold equal responsibility and are obligated to respect each other's schedule and time.

As between you and TUDO, TUDO reserves the right to establish, remove or revise Charges for all services or goods obtained and Cancellation using the Services at any time in TUDO's sole discretion. Further, TUDO will use reasonable efforts to inform you of applicable Cancellation Charges that may apply, if you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof.

WHEN WILL YOU BE CHARGED A CANCELLATION, RESCHEDULE or NO SHOW FEE

Failed to show up after 15 minutes at the requested Service address, site or location for any Service(s) that have been scheduled and accepted in the case of Walk-In and In-Home services.
If you Cancel or Reschedule any scheduled TUDO Platform service(s) less than 1 hour of the scheduled date and time in the case of Walk-In services that you have accepted.
If you Cancel or Reschedule any scheduled TUDO Platform service(s) less than 3 hours before the scheduled date and time in the case of In-Home services that you have accepted.

If the Consumer contacts you saying they don't need OR would like to Reschedule the scheduled Service after you've (Service Provider) accepted, ask the Consumer to Cancel or Reschedule the Service on the TUDO Platform.

Cancellation Fees for all Platform Users. TUDO may also charge Cancellation Fees for cancellation, reschedule, no-show, fraud, misconduct, or other violations of these Terms, as determined in our sole discretion. All Users hold equal responsibility and are obligated to respect each other's schedule and time.

If you believe you were incorrectly charged certain fees, please write us with the Service date, time, Service id, and your justification to payments@tudo.app

SUBSCRIPTION FEES, TAXES, BILLING, AND PAYMENTS

TUDO Platform may offer its platform services for a fee on a monthly and or Annual basis, Platform Users subscribe to those Subscriptions and Plans for a Fee set by TUDO. When you are on a paying subscription Plan, you shall be charged a fee based on the Plan you choose for the TUDO Services ("Subscription Fees"). Unless specified otherwise herein or in a Pricing Agreement, the Subscription Fees are payable in full and in advance until your Subscription is terminated in accordance with Section (Term, Termination, and Suspension).

As between you and TUDO Platform, TUDO reserves the right to establish, remove or revise the Subscription fee for any or all services or goods obtained through the use of the TUDO Services at any time in TUDO's sole discretion. Further, you acknowledge and agree that Subscription fees may vary based on the Platform User’s geographical area. TUDO may from time to time provide certain Platform Users with promotional offers and discounts that may result in different amounts Subscription fee charged for the same or similar services or goods obtained through the use of the TUDO Services, and you agree that such promotional offers and discounts unless also made available to you, shall have no bearing on your use of the Services or the Subscription fee applied to you.

Users may pay Subscription and other TUDO Platform usage Fees to TUDO to receive certain services on the Platform, including but not limited to being matched with and receiving contacts from Consumers or other individuals. As a Platform User, TUDO will automatically charge your stored payment method when those Consumers, or other individuals are being matched or contacted. Fees for additional products or services, including ongoing products or services, will be presented to you before you use such products or services. To use TUDO, you must have at least one valid payment method stored on file. Except as otherwise described herein, all sales on TUDO are final and non-refundable.

You agree to pay all applicable Fees or charges based on the Fee and billing terms then in effect, regardless of whether you have an active Account. Charges shall be made to the payment method designated at the time you accrue a Fee. If you do not pay on time or if TUDO cannot charge a payment method for any reason, TUDO reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. If any Fee is not paid in a timely manner, or we are unable to process your transaction using the payment method provided, we reserve the right to terminate or suspend your Account.

You explicitly agree that all communication in relation to delinquent accounts or Fees due may be made by electronic mail or by phone. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you can store such electronic communications such that they remain accessible to you in an unchanged form. You agree to keep your contact information, including, but not limited to, email address and phone number current. Such communication may be made by TUDO or by anyone on its behalf, including but not limited to a third-party collection agent. If you cancel your Account at any time, you will not receive any refund. If you have a balance due on any Account, you agree that TUDO may charge such unpaid Fees to any payment method or otherwise bill you for such unpaid Fees.

Payment. You agree to pay the Subscription Fees through a payment method acceptable to Us. You hereby authorize us and our authorized agents, as applicable, to bill you in accordance with your Plan and Pricing Agreement for your Subscription (and any renewal thereof). Unless otherwise stated in a Pricing Agreement, your payment is due in full immediately upon each due date with respect to your Subscription. You must notify us of any change in your payment account information, either by updating your Account or contact us by sending an email to payments@tudo.app.

Delayed Payments and Non-payment of Subscription Fees. Where we do not receive payment of the Subscription Fees within the due date for a Subscription, you shall be notified of such non-payment. We must receive payments within a maximum of ten (10) days from the date of our notice. If we do not receive a payment within the above mentioned time period, in addition to our right to other remedies available under law, we may (i) charge interest for late payment (a) @ 1.5% per month on the outstanding balance where the Subscription Fees is payable monthly; or (b) @ 1.5% per month on the outstanding balance where the Subscription Fees is payable annually; and (ii) suspend your access to and use of the Services until we receive your payment of the outstanding Subscription Fees; or (iii) terminate the Subscription, in our sole discretion.

Penalty Fees for All Platform Users. TUDO may also charge penalty Fees for fraud, misconduct, or other violations of these Terms, as determined in our sole discretion.

Renewal. For any Renewal Term (as defined below), unless otherwise agreed to in a Pricing Agreement, we reserve the right to change the subscription fees and billing methods upon a ten (10) day notice. For existing Subscriptions for which the Subscription Fees have been already received by Us, we will implement the price changes during the next Renewal Term.

Refunds. Unless otherwise specified in these Terms or Pricing Agreement, all Subscription, Charges, Fees are final and non-refundable. We do not provide refunds or credits for any partial use or non-use of the Services.

Upgrades and Downgrades. You may upgrade or downgrade between the Plans. You understand that downgrading may cause loss of features or capacity of the Services as available to you before downgrading your Subscription. We will not be liable for such loss. When you upgrade or downgrade, the new Subscription Fees become immediately applicable. Upon upgrade, the new Subscription Fees for the subsisting month would be charged on a prorated basis and shall be payable in accordance with Section (Payment). Subsequent months will be charged in full according to the new Subscription Fees and any credits will be adjusted appropriately.

Benefits. We may, at our sole discretion, offer you certain non-transferable benefits (such as discounts on Subscription Fees or a free extension in Term) specific to a Subscription. The benefits may have an expiry date. If they do not have an expiry date, they will expire upon completion of six (6) months from their date of the offer.

SUBSCRIPTION TERM, TERMINATION, AND SUSPENSION

Term. Unless otherwise specified in a Pricing Agreement, a Subscription is valid for a period of one (1) calendar month for Monthly subscription and twelve (12) months on Annual subscription from the date of your Subscription ("Initial Term") and shall renew automatically for a term equivalent in length to the then expiring term ("Renewal Term") unless terminated in accordance with these Terms. For the purposes of these Terms, "Term" shall mean the Initial Term and any Renewal Terms.

Termination by You. You may terminate a Subscription at any time by raising a request for cancellation of your Subscription or contact us by sending an email to payments@tudo.app and ceasing all use of the Services.

Suspension and Termination by Us. In the event of any actual or threatened breach of these Terms by you (including non-payment of Subscription Fees), we may immediately suspend all or part of your Subscription(s). We may terminate these Terms, including your Subscription(s) if you have breached any of these Terms and if that breach can be cured, you fail to cure that breach within fifteen (15) days after receiving written notice of that breach from us ("your Cure Period").

CONSEQUENCES OF TERMINATION OF A SUBSCRIPTION

Consequences. We shall not be liable to you or any other third party for suspension or termination of your Subscription or your access to and use of the Services, including any destruction of Service Data if such suspension or termination is in accordance with these Terms. Upon any termination of a Subscription, all rights, including the right to access and use the Services granted to you will immediately cease and payment methods associated with End-Customers shall not be charged with immediate effect. You shall immediately destroy (or, at our request, return) our Confidential Information in your possession or control.

Data Export. Following termination of a Subscription, we will retain that Account's Service Data for one hundred and twenty (120) days from such date of termination ("Data Retention Period") beyond which, we will have no obligation to maintain or provide you, Users and End-Customers access to Service Data. Thereafter, unless legally prohibited, we reserve the right to destroy all Service Data in our possession in the normal course of our operations in accordance with the Privacy Notice. You agree that you are solely responsible for exporting Service Data prior to termination of a Subscription, and if you require assistance for exporting Service Data during the Data Retention Period, you may be required to pay a separate fee to Us.

Subscription Fees. Unless waived by us in writing or where the total Subscription Fees has already been prepaid, if a Subscription is terminated in accordance with Section (Termination by You) or (Suspension and Termination by Us) of these Terms, in addition to other amounts you may owe Us, you must immediately pay all unpaid Subscription Fees for the Term accrued through and including your Cure Period. The sole exclusion to this payment obligation is when you terminate a Subscription as a result of a material breach of these Terms by us (provided that you provide notice of such breach to us and afford us not less than fifteen (15) days ("Our Cure Period") to reasonably cure such breach), in which case, you are eligible to receive a refund of any unused Subscription Fees prepaid by you for Services not rendered from the date of such termination.

INVOICE ADJUSTMENT, SETTLEMENT, RESERVE, PAYOUT TO SERVICE PROVIDER

TUDO Platform offers various business-related configurations, settings, and tools such as Service: Duration, Rate Card (Fixed and Hourly rates), Estimation, Taxes, Radius, Work Schedule, Holiday Calendar, and, etc. to each Service Provider as part of their Business profile Settings. Configuring, maintaining, and updating such individual Business profile settings is the responsibility of the Service Providers, governed by your local Laws and Geographical conditions. TUDO Platform has NO right or DOESN'T involve or HOLD any responsibility in maintaining ‘your’ Business profile Settings in any manner. You hold complete control and responsibility in managing and providing service estimates, generating invoices, etc. for any service you may be offering to Consumers on the TUDO Platform. You agree that TUDO makes no representation or warranties concerning your business settings and configurations.

Invoice Adjustments and Payment Processing. TUDO Platform offers tools to Users in the case of adjustments to “Charges” or “Invoice” before the payment, these adjustment requests must be initiated by the Consumer. TUDO reserves the right to adjust or withhold all or a portion of a “Charges” or “Invoice” or other payment owed to you (except but not limited to: Gratuity or Tip, Charitable Donations, Insurance, etc.) (i) if we believe that you have attempted to defraud or abuse Consumer, TUDO Platform, or TUDO’s payment systems, or (ii) in order to resolve a Consumer’s complaint (e.g., you took an inefficient route or failed to properly complete a particular instance of Service(s) in the TUDO Platform when the requested Service was marked complete). TUDO’s decision to adjust or withhold the “Charges” or “Invoice or other payment in any way shall be exercised in a reasonable manner. TUDO Platform will process and collect payments owed to Service Providers by the Consumers and other third parties as your limited payment collection agent and Service Providers agree that the receipt of such payments by TUDO Platform satisfies the payer's obligation to you as Service Provider.

Settlement Process. TUDO Platform may collect payments owed to Service Providers by Consumers and other third parties as your limited payment collection agent. In addition, certain Services may be settled by other payment methods upon the prior approval of TUDO, which may include other forms of electronic payment through third-party payment processors, payments via cash or check received by either TUDO or the Service Provider, ACH, wire transfers or any and all then-current payment methods accessible by Consumers.

Subject to the Service Cancellation, Reschedule, No-Show, and the Other Fees section set forth herein, after the successful Payment completion, Service Provider is (i) eligible to receive a portion of the successful payment(s) that are collected by TUDO or (ii) obligated to pay TUDO a portion of the successful payment(s) that are collected by Service Provider towards “Charges” or “Invoice” less TUDO Platform “Deductions” including, but not limited to, the following:

Credit and Debit Card or financial transaction fee: This is the fee charged on a total amount of: “Charges” or “Invoice”, 100% Gratuity or Tip collected, TUDO Booking fee, TUDO Protection fee. The sum of the financial transaction fees is applied to Service Provider deductions.
TUDO Share of Gratuity or Tip: TUDO Platform collects Gratuity or Tip from Platform Users (An optional at the sole discretion of the User), and is a percentage calculated based on “Charges'' or “Invoice” amount. Gratuity or Tip amount is shared between TUDO Platform and the Service Provider. The percentage share of TUDO Platform varies based on the subscription package to which Service Provider subscribed at the time of the payment processing. For example, if a Service Provider is on a free package, TUDO Platform shares 100% and If a Service Provider is on an Enterprise package, TUDO Platform shares 50% and Service Providers gets the remaining 50% of the collected Gratuity or Tip value.
TUDO Booking fee: TUDO Platform collects a Booking fee from Platform Users (A mandatory fee applied to the User), and is a percentage calculated based on “Charges'' or “Invoice” amount. 100% of the booking fee is deducted from the Service Provider settlement.
TUDO Platform fee: TUDO Platform applies a mandatory Platform fee from Service Providers, and is a percentage calculated based on “Charges'' or “Invoice” amount. 100% of the TUDO Platform fee is deducted from the Service Provider settlement.
TUDO Platform Promotional fee: From time to time, TUDO Platform may offer Promotions or Discounts to attract new Users. Such marketing efforts boost the Service Provider business and profitability for a fee determined by TUDO Platform at its own discretion. This fee may vary from geographical locations and is a percentage calculated based on “Charges'' or “Invoice” amount. A portion of such fee is deducted or credited to Service Provider settlement. TUDO has complete rights and control over the TUDO Platform Promotional fee.
Service Cancellation and No-show fee: TUDO Platform collects Service Appointment Cancellation and No-show fees from Platform Users (Service Cancellation, No-Show And Other Fees). This is a flat fee depending on the geographical location of the Platform User at the time that the Service appointment was created.
- Case#1 Cancellation or No-show originated by you, Cumulative pending Cancellation fee dues are calculated and 100% deducted during Service Provider settlement
- Case#2 Cancelation or No-show originated by the Consumer, TUDO will determine the reason for cancellation or No-show, evaluate and determine fee collection is appropriate in agreement with the Consumer. Such fee cumulated fee collections are calculated and distributed between TUDO Platform and Service Provider in equal ratio after any financial transaction fee(s) and Credited to the Service Provider account on an annual basis.

Cancellation or No-show fee amount or percentage is subject to change in TUDO’s discretion, and any changes shall be published by TUDO and may vary by geographical location. By continuing to use the TUDO Platform, you are deemed to accept these changes.

Chargebacks or Disputes charge(s): TUDO Platform computes Chargebacks or Dispute changes applied on to TUDO Platform by TUDO payment processing partners against the Service Provider, such cumulative pending dues are 100% deducted during Service Provider settlement.
Government fee(s) (If any): TUDO Platform operates and fulfills legal obligations stipulated by National or State or Local Governments. Any such fee or cost obligations that must be fulfilled by Service Providers in respective jurisdictions are 100% deducted or credited during Service Provider settlement. In the case of a credit, the Service Provider owns the responsibility to fulfill such legal obligations. Service Providers agree to pay or reimburse TUDO for all such amounts upon demand or provide evidence of payment or exemption.
Third-party fee(s) (If any): TUDO Platform operates and fulfills legal obligations stipulated by any Third-party authorities including, but not limited to, Airports, Tolls, Local imposed, etc. as part of Platform Service. Any such fee or cost obligations that must be fulfilled by Service Providers in respective jurisdictions are 100% deducted or credited during Service Provider settlement. In the case of a credit, the Service Provider owns the responsibility to fulfill such legal obligations. Service Providers agree to pay or reimburse TUDO for all such amounts upon demand or provide evidence of payment or exemption.
Penalties and Outstanding dues (If any): TUDO Platform computes and stores any or all pending charges, penalties, outstanding dues, etc. applied to your Platform User account. Such cumulative pending dues are 100% deducted during Service Provider settlement.

If you have agreed to any other amounts being deducted from your Consumer(s) or with any party (such as other Service Providers or Suppliers, Lease or Rental payments), those amounts will be deducted before settlement and remittance to you, and we may determine the order of these other deductions if allowed by law.

TUDO Platform, from time to time evaluates the deductions based on geographical locations, TUDO marketing strategies. Deduction computation methods and percentage calculation value(s) and number(s) are subject to change at TUDO’s discretion and any changes shall be published, and by continuing to use the TUDO Platform, you are deemed to accept these changes.

Minimum Deposit requirement. A reserve deposit is a fund set aside by TUDO Platform on behalf of a Service Provider’s account to meet any future costs or financial obligations, especially those arising unexpectedly. These Reserves shall be maintained based on the value of the Service for the sake of surety or guarantee towards the service rendered to TUDO Consumers. TUDO determines the amount of the reserve deposit depending on geographical location and type of Platform Services offered by the Service Provider.

TUDO Platform has complete right to enforce a minimum balance Deposit or Reserves before settlement to its Service Provider in the case of any Adjustments, Chargebacks, Disputes, No Show, Cancellations, etc. for a certain or all the period determined by TUDO Platform. Service Providers are entitled to settle the funds over the minimum reserve deposit at their own will. You acknowledge and agree that minimum reserve deposit or payments owed or in transit to you by TUDO Platform shall not include any interest and will be net of any amounts that we are required to withhold by law.

After meeting all the above Settlement and Minimum Deposit requirements, TUDO Platform will use reasonable efforts to ensure that any surplus amount owed to Service Providers will be distributed to their account on a weekly basis. It is up to the Service Provider to transfer or remit the surplus amount in their account into their Bank account at their discretion. You acknowledge and agree that the amount in transit to you by TUDO Platform account shall not include any interest and will be net of any amounts that we are required to withhold by law.

Taxes. Payments required by these Terms may be stated exclusive of all taxes, duties, levies, imposts, fines, or similar governmental assessments, including sales and use taxes, value-added taxes, goods and services taxes, excise, business, service, and similar transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively, “Taxes”). Certain jurisdictions, however, may require us to collect Taxes from you in connection with the purchase of, payment for, access to, or use of the Services, and Service Provider shall be responsible for, and bear Taxes associated with the purchase of, payment for, access to, or use of the Services. The TUDO settlement and payout process is inclusive of applicable Taxes that are part of “Charges” or “Invoice” generated by Service Providers, required by law. Service Providers hereby confirm that you as Service Provider, determine your appropriate jurisdiction for tax purposes as required by law, and you agree to collect tax when you include taxes in the generated invoice by you or your representative. You also understand and agree that you as Service Provider are solely responsible for determining your own tax reporting and sales and use tax collection requirements in consultation with your own tax advisers and that TUDO Platform cannot and does not offer specific tax advice to either Service Providers or Consumers or Platform Users. You are responsible except for taxes imposed on our income. You agree to pay or reimburse to your local tax jurisdiction for all such amounts upon demand or provide evidence of payment or exemption.

Payouts. TUDO platform may facilitate payouts (“Marketplace Payouts”) through our payout processing, but TUDO is not a party to any such Marketplace Payments or Payouts and does not handle funds on behalf of its Platform Users.

PROMOTIONS

You may receive certain offers or deals from TUDO (“Promotions”), including but not limited to discounted or free use of the Platform for a limited period. Any Promotions are offered at TUDO’s discretion and may be revoked at any time and for any reason.

You are only eligible for any benefits described in the Promotion if (a) you received a communication directly from TUDO offering you that Promotion, (b) you satisfy all the requirements identified in that communication; and (c) you maintain an account in good standing with TUDO. We may condition receipt of a benefit described in a Promotion in any manner we see appropriate, including limiting eligibility to a subset of Platform Users, to specific categories, or to certain dates. To be eligible for a benefit described in a Promotion, you may need to take a specific action (including but not limited to signing up for a service) or make a payment for specific services.

To the extent you are eligible for multiple promotions that discount a Fee, we will apply for those promotions sequentially. For instance, if you are eligible for both a 15% and 10% discount on a $100 Fee, you will pay $76.50.

Any benefits from participating in the Promotion, requirements of accepting the offer, and any other conditions to receive any benefit described in the Promotion will be disclosed to you. After a Promotion ends, regardless of whether you have already satisfied the requirements, you will be ineligible to receive those benefits. Notwithstanding anything to the contrary, TUDO may revoke a benefit if we believe that you have not satisfied the Promotion requirements, including maintaining an Account in good standing.

NETWORK ACCESS AND DEVICES

You are responsible for obtaining the data network access necessary to use the Services. Your mobile or Desktop network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. TUDO does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

GEOGRAPHIC RESTRICTIONS

TUDO is based in the State of California in the United States. The Company makes no claims that the TUDO Platform or any of its Content are accessible or appropriate outside of the United States. Access to the TUDO Platform may not be legal by certain persons or in certain countries. If you access the TUDO Platform from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

TRACKING COMMUNICATIONS

To ensure appropriate charging of Fees and to enforce these Terms, TUDO may track the occurrence of communications between Consumers and Service Provider Users that occur off the Platform via email, phone call, SMS text message, third-party websites, or any other means, whether initiated by a Consumer or Service Provider User. To track the occurrence of such communications, TUDO may obscure Platform User contact information in a Platform User profile, replace Service Provider User contact information in a Service Provider User profile with a different piece of contact information that will forward to the Platform User, or take any other step reasonably calculated to track the occurrence of such communications. Except as explicitly stated herein, we will not record or review the content of any communications that do not come into contact with the TUDO Platform unless we first obtain your permission.

If you send text messages with a Consumer using the telephone number for that Platform User available on the Platform, we may use a third-party service provider to track these text messages. We track these text messages for fraud prevention, to ensure appropriate charging of Fees, to enforce these Terms, and for quality and training purposes. As part of this process, TUDO and its service provider will receive in real-time and store data about your text message, including the date and time of the text message, your phone number, and the content of the text message.

DISPUTES BETWEEN OR AMONG USERS

TUDO values our Service Providers, Consumers, and Platform Users, we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help users resolve such disputes independently. In the rare event a dispute regarding an interaction related to the Platform cannot be resolved independently, you agree, at TUDO's request, to participate in good faith, to the extent you are reasonably able to do so, in a neutral resolution or mediation conducted by TUDO or a neutral third-party mediator or arbitrator selected by TUDO. Notwithstanding the foregoing, you acknowledge and agree that TUDO is under no obligation to become involved in or impose resolution in any dispute between or among users or any third party.

INTELLECTUAL PROPERTY RIGHTS

TUDO Content is protected by copyright, trademark, and other laws of the United States, foreign countries, and international conventions. Except as expressly provided in these Terms, TUDO and its licensors exclusively own all right, title, and interest in and to the Platform and TUDO Content, including all associated intellectual property rights. All trademarks, service marks, logos, trade names, and any other proprietary designations of TUDO used herein are trademarks or registered trademarks of TUDO. Any other trademarks, service marks, logos, trade names, and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

FEEDBACK

By sending us any feedback, comments, questions, or suggestions concerning TUDO or our services, including the Platform (collectively, “Feedback”) you represent and warrant (a) that you have the right to disclose the Feedback, (b) that the Feedback does not violate the rights of any other person or entity, and (c) that your Feedback does not contain the confidential or proprietary information of any third party or parties. By sending us any Feedback, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development, (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and (iv) irrevocably waive, and cause to be waived, against TUDO and its users any claims and assertions of any moral rights contained in such Feedback. TUDO reserves the right to engage any third-party services or tools to collect, analyze, and utilize feedback information. This Feedback section shall survive any termination of your Account or the Platform.

COPYRIGHT INFRINGEMENT

TUDO responds to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act. If you believe that any material on the TUDO Platform infringes upon any copyright which you own or control, you may file a DMCA Notice of Alleged Infringement with the Company at our email address:

inquiry@tudo.app

Subject Line: DMCA Compliance

Please provide the following information:

A description of the copyrighted work you believe to have been infringed;
A description of the URL or other location on our TUDO Platform of the material you believe to be infringing;
Your name, mailing address, telephone number and email address;
A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
A statement by you, which you make under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
An electronic or physical signature of the person authorized to act on behalf of the copyright owner.

NO ENDORSEMENT

TUDO does not endorse any Platform User or any Services, and TUDO is not a party to any agreements between or among Users or third parties. No agency, partnership, joint venture, or employment is created as a result of the Terms or any Platform User's use of any part of the Platform, including but not limited to any scheduling or other services. Neither TUDO nor any Platform Users may direct or control the day-to-day activities of the other, or create or assume any obligation on behalf of the other. Platform Users are required by these Terms to provide accurate information, and although TUDO may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any User or their purported identity or background, regardless of the specific TUDO services they are using or any involvement by TUDO personnel in providing or scheduling those services.

Any reference on the Platform to a User being licensed or credentialed in some manner, or "badged," "best-of," "top," "background checked" (or similar language) designations indicates only that the User has completed a relevant account process or met user review standards, and does not represent anything else. Any such description is not an endorsement, certification, or guarantee by TUDO and is not verification of their identity and whether they or their Services are licensed, insured, trustworthy, safe, or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Platform. You should always exercise responsibility, due diligence, and care when deciding whether to have any interaction with any other User.

The Collective Content may contain links to third-party websites, offers, or other events or activities not owned or controlled by TUDO. We do not endorse or assume any responsibility for any such links, and if you access them, you do so at your own risk.

By using the Platform, you understand and agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against those particular Users or other third parties. You agree not to attempt to impose liability on or seek any legal remedy from TUDO with respect to such actions or omissions.

SANCTIONS FOR VIOLATIONS OF THESE TERMS

Without limiting any other rights reserved herein, TUDO may, in its sole discretion, take any action permitted by law for any violation of these Terms or any other policy or agreement between you and TUDO, including but not limited to removing User Content you posted, limiting your Account access, requiring you to forfeit certain funds or paid Fees, assessing monetary penalties or costs, terminating your Account, notifying other Platform Users of the termination of your Account or the violation of these Terms, decreasing your status or search rank, canceling quotes or postings, blocking access, investigating you, or cooperating with law enforcement agencies in investigation or prosecution.

ACCOUNT SUSPENSION OR TERMINATION

We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your TUDO Account in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from TUDO support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, blocked, suspended, deactivated, canceled, or otherwise penalized in any way, and why this action has been taken; and (c) you will not be entitled to any compensation for Platform services or Services canceled or delayed as a result of Account termination. You may cancel your use of the Platform or terminate your account at any time by following the "Settings" link in your profile, clicking "Account," and clicking "Deactivate Account." Please note that if your Account is canceled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any reviews.

ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

You and TUDO agree that these Terms affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory; claims that arose before this Agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this Agreement. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below.

By agreeing to these Terms, you agree to resolve any and all disputes with TUDO as follows:

Initial Dispute Resolution: Most disputes can be resolved without resort to litigation. You can reach TUDO's support department by sending an email to inquiry@tudo.app. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with the TUDO support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.

Binding Arbitration: If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms' or Privacy Policy's formation, performance, and breach), the parties' relationship with each other, or your use of the Platform shall be finally settled by binding arbitration, as described below.

Where the relief sought is $10,000 or less and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys' fees unless the arbitration rules or applicable law provide otherwise.

Where the relief sought is $10,001 or more, the resolution shall be in accordance with the JAMS Streamlined Arbitration Procedure Rules for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000 in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damage(s) you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, Two Embarcadero Center, Suite 1500, Los Angeles, California 94111; and (c) contact us by sending an email to inquiry@tudo.app. with the subject line “ATTN: Legal” and attach the electronic copy of the Demand for Arbitration. You will be required to pay $250 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, TUDO will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms or the Privacy Policy, including but not limited to any claim that all or any part of these Terms or Privacy Policy is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator's award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

The parties understand that absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

If you are a resident of the United States, arbitration may take place in the county where you reside at the time of filing. For individuals residing outside the United States, the arbitration shall be initiated in the State of California, United States of America. You and TUDO further agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

Class Action Waiver: The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND TUDO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

Exception: Litigation of Intellectual Property and Small Claims Court Claims: Notwithstanding the parties' decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations, or claims arising from or relating to theft, piracy, or unauthorized use of intellectual property in state or federal court or in the U.S. Patent and Trademark Office to protect its intellectual property rights ("intellectual property rights" means patents, copyrights, moral rights, trademarks, and trade secrets, but not privacy or publicity rights). Either party may also seek relief in a small claims court for disputes or claims within the scope of that court's jurisdiction.

30-Day Right to Opt-Out: You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on TUDO) written notice of your decision contact us by sending an email to inquiry@tudo.app with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of the later of the Effective Date of these Terms or your first use of the Platform; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, TUDO also will not be bound by them.

Changes to This Section: TUDO will provide thirty (30) days' notice of any changes affecting the substance of this Arbitration and Class Action Waiver section by posting on the TUDO Terms of Use website, sending you a message, or otherwise notifying you when you are logged into your account. Amendments will become effective thirty (30) days after they are posted on the TUDO Terms of Use website or sent to you.

Changes to this section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on "Changes to This Section" is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Platform.

Survival: This Arbitration and Class Action Waiver section shall survive any termination of your Account or the Platform.

Third-Party Beneficiary: You and TUDO acknowledge that any third-party consumer reporting agency that TUDO uses to perform background checks on Service Providers is an express and intended third-party beneficiary of this arbitration provision and as such, the terms of this Arbitration provision will inure to the benefit of the consumer reporting agencies and may be enforced by them. Accordingly, you agree that any dispute that arises between you and a consumer reporting agency that relates to or arises out of this Agreement or any aspect of your relationship with TUDO will be resolved by binding arbitration. If any court or arbitrator determines that this third-party beneficiary subsection is void or unenforceable for any reason, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver,” and the remainder of the section shall remain enforceable, meaning that the class action waiver and the mutual obligation to resolve disputes between you and TUDO through binding arbitration remains enforceable.

GOVERNING LAW

The Terms and the relationship between you and TUDO shall be governed in all respects by the laws of the State of California, without regard to its conflict of law provisions. You agree that any claim or dispute you may have against TUDO that is not subject to arbitration must be resolved by a court located in Los Angeles County, California, or a United States District Court, Southern District of California, located in Los Angeles, California, except as otherwise agreed by the parties. You agree to submit to the personal jurisdiction of the courts located within Los Angeles County, California or the United States District Court, Southern District of California located in Los Angeles, California, for the purpose of litigating all such claims or disputes that are not subject to arbitration. You hereby waive any and all jurisdictional and venue defenses otherwise available.

WARRANTIES

You acknowledge that TUDO Platform has no control over, and no duty to take any action regarding which users gain access to or use the Platform and Services; what affects the content on or in connection with the Platform and Services may have on you; how you may interpret or use the content on or in connection with the Platform and Services; or what actions you may take as a result of having been exposed to the content on or in connection with the Platform and Services. You release TUDO and TUDO Platform from all liability for you having acquired or not acquired content or information through the Platform and Services. The Platform and Services may contain, or direct you to sites containing, information that some people may find offensive or inappropriate. TUDO Platform makes no representations concerning any content contained in or accessed through the Platform and Services, and TUDO Platform will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Platform and Services. TUDO and TUDO Platform makes no guarantee or warranty, express or implied, as to the reliability, accuracy, timeliness, or completeness of that information and assumes no responsibility for any errors or omissions therein.

DISCLAIMERS

YOUR USE OF THE PLATFORM, SERVICE PROVIDER OR SERVICES, OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT TUDO DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER CONTENT; OR (B) FOR ANY PERMISSIBLE PURPOSE, CONDUCT IDENTITY VERIFICATION, BACKGROUND (INCLUDING CRIMINAL BACKGROUND) OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO SERVICE MEMBERS AND CUSTOMER MEMBERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, TUDO AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. TUDO MAKES NO WARRANTY THAT THE PLATFORM OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. TUDO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE PLATFORM. TUDO SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM TUDO OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER MEMBERS, SERVICE MEMBERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT TUDO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY SERVICE PROVIDER. TUDO MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE SERVICES. TUDO EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES.

LIMITATION OF LIABILITY

YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE PLATFORM AND COLLECTIVE CONTENT, YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE PLATFORM, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF TUDO OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU. NEITHER TUDO NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM WILL BE LIABLE (WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT TUDO HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE) FOR: (A) ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL; (B) SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE; (C) THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; (D) ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS; (E) THE USE OF OR INABILITY TO USE THE PLATFORM, SERVICES OR COLLECTIVE CONTENT; (F) ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE PLATFORM OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM; OR (G) YOUR OFFERING OR PROVIDING SERVICES OR REQUESTING OR RECEIVING SERVICES THROUGH THE PLATFORM.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF TUDO AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, ARISING FROM OR RELATING TO THE TERMS, PLATFORM, SERVICES, OR COLLECTIVE CONTENT, OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR COLLECTIVE CONTENT OR IN CONNECTION WITH ANY SERVICES OR INTERACTIONS WITH ANY OTHER USERS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO TUDO BY YOU HEREUNDER, OR ONE HUNDRED US DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATION OF LIABILITY DESCRIBED ABOVE SHALL APPLY FULLY TO RESIDENTS OF NEW JERSEY.

INDEMNIFICATION AND RELEASE

You agree to release, defend, indemnify, and hold TUDO and its affiliates and subsidiaries, and their respective officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with (a) your violation of these Terms; (b) your User Content; (c) your interaction with any Platform User or user; and (d) the requestor receipt or offer or provision of Services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Services.

Notwithstanding the foregoing paragraph, if you are a resident of New Jersey, you only agree to release, defend, indemnify, and hold TUDO and its affiliates and subsidiaries, and their respective officers, directors, employees, and agents, harmless from and against any third-party claims, liabilities, damages, losses, and expenses, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your violation of these Terms.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.

GENERAL

Force Majeure: Other than payment obligations, neither TUDO nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that TUDO may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform. With your consent, TUDO, Consumers, Service Providers, or other individuals may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from TUDO, Consumers, Service Providers, or other individuals you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to inquiry@tudo.app with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to inquiry@tudo.app with contact information and the address for delivery.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by TUDO on the Platform, shall constitute the entire agreement between you and TUDO concerning the Platform or Services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

Waiver: No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such term or any other term, and TUDO's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Statute of Limitations: You agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Services offered therein must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. Notwithstanding the foregoing, this statute of limitations shall not apply to residents of New Jersey.

Section Headings: The section headings in these Terms are for convenience only and have no legal or contractual effect. Contact Information: If you have any questions about these Terms or the Platform, please contact us by sending an email to inquiry@tudo.app.

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Last updated 3 years ago