Core Terms of Use
1. Introduction & Acceptance
These Terms of Use (“Terms”) govern access to and use of the Yoogo platform operated by 2Global, Inc. (“Company,” “we,” “us”). By using the Services you agree to these Terms, the Membership & Use Agreement (incorporated by reference), and our Privacy Policy. If you do not agree, do not use the Services.
2. Definitions
Capitalized terms have the meanings in the Membership & Use Agreement (e.g., Visitor, Member, Services, Content). These Terms incorporate those definitions for consistency.
3. Eligibility & Accounts
You must be at least 16 and able to form a binding contract. Keep registration data accurate and your credentials secure. You are responsible for activity on your account.
4. Changes to Services & Terms
We may modify features or these Terms. Material changes will be announced via the Service or reasonable notice. Continued use after changes are effective constitutes acceptance.
5. Communications & Notices (Electronic)
You consent to receive service, transactional, and legal notices electronically (email and/or in-product messages). You must keep your contact information current.
6. Compliance with Laws; Sanctioned Parties (Global)
You must comply with applicable law (IP, privacy, consumer, export/import, anti-corruption). You may not use the Services if you are: (i) located in, incorporated in, or ordinarily resident in a comprehensively sanctioned region (currently Cuba, Iran, North Korea, Syria, Crimea/Donetsk/Luhansk); (ii) located in or operating from Russia to the extent prohibited by applicable U.S. sanctions, export controls, or financial restrictions; or (iii) listed on a U.S. restricted-party list (e.g., OFAC SDN, FSE, BIS Entity List). You must also comply with our payment processors’ restrictions (e.g., PayPal/Braintree), which may be stricter than law.
7. Platform-Wide Prohibited Conduct
You agree not to:(a) scrape, crawl, or systematically extract data; (b) circumvent technical protections; (c) upload malware, harmful or deceptive links, or spam; (d) misrepresent identity or affiliation; (e) infringe, violate, or misappropriate IP or privacy rights; (f) engage in harassment, hate, or illegal conduct; (g) interfere with the operation or security of the Services.
8. User Content; License; Moderation
You retain ownership of your Content. You grant us a worldwide, non-exclusive, royalty-free license to host, cache, reproduce, display, adapt, and distribute your Content as reasonably necessary to operate, secure, index, and improve the Services (including backups, thumbnails, search indexing, and machine moderation), subject to the Privacy Policy. We may remove or restrict Content or accounts that violate policy or law and may terminate repeat IP infringers per our IP/DMCA policy.
9. Fees & Refunds (Subscriptions Only)
Certain features require subscription fees. Billing, auto-renewal, cancellation, cooling-off rights where applicable, and refunds are governed by the Membership & Use Agreement and the Refund Policy it incorporates. Subscriptions bill in advance; fees are non-refundable except where required by law; cancellation stops future charges at period end.
10. Third-Party Services & Links
The Services may link to or integrate with third-party tools/sites. We do not control or endorse third-party services and are not responsible for their content, availability, or practices. Your use is at your own risk under their terms.
11. Service Availability; Storage
We may change, limit, or discontinue features. The Services are not a storage service; we have no obligation to store or retain your content (except as required by law or our Privacy Policy).
12. Termination; Data Deletion & Retention
We may restrict, suspend, or terminate access and remove content for violations, legal risk, or security concerns. We may delete or anonymize data; we may retain data where required by law, to protect rights/users, for fraud prevention, recordkeeping, or other legitimate business needs. Survival: rights and obligations that by nature should survive (including IP, Disclaimers, Limitation of Liability, Indemnification, Governing Law/Disputes) continue after termination.
13. Disclaimers (No Warranty)
The Services are provided “as is” and “as available.” We disclaim all warranties to the fullest extent permitted by law, including merchantability, fitness for a particular purpose, title, and non-infringement. We do not guarantee uninterrupted or error-free operation or accuracy.
14. Limitation of Liability
To the fullest extent permitted by law, we are not liable for indirect, incidental, special, consequential, punitive, exemplary, or non-economic damages (including lost profits, data, or goodwill), even if advised of the possibility. Aggregate cap: the greater of (A) the fees you paid or owe to 2Global for the Services, or (B) USD $1,000.
15. Indemnification
You will indemnify, defend, and hold harmless 2Global, Inc., its affiliates, and their officers, directors, employees, and agents from claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of: (a) your Content or use of the Services; (b) your breach of these Terms; (c) your violation of law or third-party rights.
16. Dispute Resolution; Governing Law; Arbitration
Governing law/venue. Connecticut law governs (conflict rules excluded); for disputes not subject to arbitration, exclusive venue is in Connecticut state or federal courts.
Arbitration (outside EEA/UK/CH). As set out in the Membership & Use Agreement: (i) informal resolution first (Notice of Dispute); (ii) binding AAA arbitration on an individual basis; (iii) class-action waiver; (iv) non-waivable rights preserved; (v) batched arbitration permitted for efficiency where applicable. Where prohibited (e.g., EEA/UK/CH consumers), arbitration does not apply.
17. Miscellaneous
These Terms operate together with—and incorporate by reference—the Membership & Use Agreement, the Marketplace Terms, and the Privacy Policy. If a conflict arises, a more specific signed agreement controls; otherwise, the Membership & Use Agreement controls on commercial/dispute terms and these Terms control on platform rules. If any provision is unenforceable, the remainder remains effective. We may assign; you may not assign without consent (subject to mandatory local rights). No waiver is implied by delay or omission.
18. Contact
2Global, Inc.
2514 Whitney Ave. #185892, Hamden, CT 06518, USA
support@yoogo.com — Attn: Leon David
Service Specific Terms
1. Media Sharing, Blogging & Networking
1.1 Scope of Services
The Social Media, Blogging, Media Sharing & Networking features of the Platform include, without limitation, blogging, microblogging, media uploads (photos, videos, audio, and files), profile posting, commenting, status updates, and interactive networking tools (collectively, the “Social Features”). These features allow Members and Visitors to create, share, and engage with content, maintain profiles, and connect with other users for personal, social, or professional purposes.
1.2 User Responsibilities
By using the Social Features, you agree to:
- Share only content that you own or are otherwise authorized to share;
- Ensure that all information you post (including blogs, microblogs, media, and profile content) is accurate, lawful, and kept reasonably up to date;
- Conduct yourself in a respectful and professional manner when interacting with other Members and Visitors;
- Respect the rights, privacy, and intellectual property of others at all times.
1.3 License to User Content
By posting, uploading, or otherwise making available content through the Social Features, including blogs, microblogs, and media files, you grant the Company a worldwide, non-exclusive, royalty-free, transferable, and sublicensable license to use, host, store, reproduce, modify, adapt, publish, translate, distribute, and display such content for the purposes of operating, promoting, and improving the Services. You retain ownership of your content, and nothing in these Terms transfers such ownership to the Company.
1.4 Content Standards
Content posted through blogging, media sharing, or other social features must:
- Be lawful, accurate, and respectful of others;
- Not infringe the intellectual property rights, privacy, or publicity rights of third parties;
- Avoid misleading, deceptive, or fraudulent claims;
- Clearly disclose sponsored or promotional content when applicable;
- Not depict or distribute explicit or obscene material, unless permitted by applicable law and properly restricted.
1.5 Content Visibility and Privacy
You acknowledge that any content you share in public areas of the Platform may be visible to other Members, Visitors, and third parties. You should not post confidential, proprietary, or sensitive information in areas intended for public sharing.
1.6 Content Removal and Retention
You may delete content you have posted, subject to technical limitations. Deleted content may remain in system backups, caches, or logs for a limited period of time. The Company may also remove, restrict, or moderate content at its sole discretion if it violates these Terms, our Community Guidelines, or applicable law.
1.7 Prohibited Content and Conduct
You may not use the Social Features to post, upload, transmit, distribute, or otherwise make available any content, or engage in any conduct, that:
1.7.1 Unlawful or Harmful Content
- Violates any applicable local, national, or international law or regulation;
- Promotes, incites, glorifies, or depicts criminal activity or unlawful behavior;
- Encourages, threatens, or incites violence, terrorism, extremism, or physical harm against any individual, group, or community;
- Contains, promotes, or facilitates child sexual abuse material (CSAM), sexual exploitation, human trafficking, or slavery.
1.7.2 Discrimination, Harassment, and Abuse
- Harasses, bullies, stalks, intimidates, or threatens others;
- Incites hatred or promotes discrimination based on race, ethnicity, national origin, religion, gender, gender identity, sexual orientation, disability, age, or any other protected class;
- Promotes extremist ideologies or groups engaged in hateful, violent, or discriminatory activity;
- Uses obscenity, slurs, or offensive language in a manner intended to demean or cause harm.
1.7.3 Intellectual Property Infringement
- Infringes, misappropriates, or violates the copyrights, trademarks, patents, trade secrets, or other intellectual property rights of any third party;
- Distributes counterfeit products, pirated works, or unauthorized copies of software, media, or digital assets.
1.7.4 Privacy and Personal Information
- Discloses personal, confidential, or proprietary information of another person without authorization, including financial data, addresses, identification documents, or private communications;
- Engages in doxxing (publicly revealing private or identifying information without consent).
1.7.5 Malicious or Deceptive Content
- Contains viruses, worms, Trojan horses, ransomware, spyware, or any other malicious code or files intended to damage, interfere with, or gain unauthorized access to systems or data;
- Links to phishing websites, fraudulent applications, or deceptive third-party services;
- Misrepresents or falsifies the source, sponsorship, or affiliation of posted content;
- Manipulates metadata, captions, or tags to mislead others about the nature of content.
1.7.6 Spam and Unauthorized Commercial Activity
- Promotes unsolicited advertising, spam, junk mail, or bulk commercial messages;
- Engages in chain letters, pyramid schemes, or multi-level marketing schemes;
- Posts duplicative, repetitive, or excessively promotional content;
- Markets or sells illegal, unsafe, or restricted goods and services, including weapons, controlled substances, counterfeit products, or fraudulent financial services.
1.7.7 Automated or Manipulative Behavior
- Uses bots, scripts, crawlers, or automated tools to scrape, harvest, or copy user content, business data, or Platform features;
- Creates fake accounts, manipulates follower counts, or artificially inflates engagement (e.g., likes, comments, views, shares);
- Attempts to game algorithms or exploit platform mechanics in ways not intended by the Company.
1.7.8 Security Violations and Other Prohibited Activities
- Impersonates another person, business, or entity, or falsely claims affiliation with them;
- Attempts to interfere with, disable, or disrupt the proper functioning of the Platform, including denial-of-service (DoS) attacks or network flooding;
- Circumvents or attempts to bypass security measures, access restrictions, or moderation controls.
1.8 Enforcement
The Company reserves the right, but not the obligation, to monitor, review, screen, or remove any content posted or shared through the Social Features, including blogs, media, and microblogs. Enforcement decisions are made at the Company’s sole discretion. The Company does not guarantee that all content reported will be removed.
1.9 No Endorsement
User-generated content posted through the Social Features, including blogging, media sharing, and microblogging, does not represent the views of the Company. We do not endorse, verify, or guarantee the accuracy, completeness, or reliability of any user content.
1.10 No Guarantee of Visibility or Audience
The Company does not guarantee that any content you post, including blogs, media, or profile updates, will be displayed, delivered, or viewed by any particular audience. We do not promise or warrant that your use of the Social Features will result in increased visibility, engagement, followers, professional opportunities, or business outcomes. Content availability and distribution may be influenced by technical limitations, platform algorithms, user settings, and other factors outside the Company’s control.
1.11 Disclaimer of Accuracy and Verification
It is the Company’s policy to support the publication and sharing of accurate, reliable, and lawful information through the Social Features. We expect Members and Visitors to post content that is truthful and compliant with these Terms and our Community Guidelines.
However, because user-generated content is the sole responsibility of the individual who provides it, the Company does not independently verify or guarantee the accuracy, completeness, reliability, or truthfulness of any information posted. Despite our policies, we cannot ensure that violations, misinformation, or inaccurate postings will not occur.
You are solely responsible for evaluating and verifying the accuracy of any information obtained through the Social Features before relying on it or making decisions based on it. Users must exercise their own judgment and caution when interacting with content, connecting with others, or acting on information obtained through the Platform.
1.12 User Reactions, Comments, and Reposts
By posting content through the Social Features, you acknowledge and accept that:
- Other Members and Visitors may react to your content, including through likes, comments, shares, reposts, quotations, or other interactive features provided on the Platform;
- User reactions may be positive, neutral, critical, or negative, and may include opinions or perspectives with which you disagree;
- You may be exposed to comments, reposts, or other user-generated responses that you find unflattering, offensive, inaccurate, or derogatory.
You understand and agree that:
- The Company does not control or pre-approve the reactions of other users to your content;
- The Company is not responsible or liable for the comments, opinions, reposts, or other responses of Members, Visitors, or third parties to your content;
- You remain solely responsible for deciding whether and what to publish, and you assume the risk that content may not be well received by others.
To support your safety and comfort, the Platform provides features that allow you to:
- Block other users to prevent them from interacting with you;
- Report content, comments, or behaviors that you believe constitute misuse of the Platform or violate these Terms.
The Company may take enforcement action, at its sole discretion, in response to reports of misuse, including content removal, account suspension, or termination.
1.13 Age Restrictions and Sensitive Audiences
The Social Features are not intended for use by individuals under the minimum age of legal majority in their jurisdiction (and in no case under 16 years of age). Users are responsible for ensuring that content they post is appropriate for the intended audience and does not expose minors or sensitive audiences to harmful material.
1.14 Third-Party Rights and Licenses
If you post content that incorporates or relies on third-party materials (including but not limited to music, images, videos, or text), you are solely responsible for securing all necessary rights, licenses, and permissions. You must provide attribution where legally required. The Company does not verify third-party rights and disclaims liability for unauthorized or infringing use of third-party materials.
1.15 Compliance with Law and Disclosure
The Company may preserve or disclose user content or account information if required by law, regulation, legal process, or governmental request. Users are solely responsible for ensuring their content complies with applicable law, including intellectual property, privacy, and fair use or other legal exceptions.
2. Business Data Services
2.1 Scope of Services
The Business Database Search feature allows Members and Visitors to access and search business-related information, including company names, profiles, locations, industry classifications, and other available data (“Business Information”). The Database is provided for informational and networking purposes only and is not a substitute for independent verification, due diligence, or professional advice.
2.2 Permitted Use
By using the Database, you agree to:
- Use Business Information solely for personal, research, or legitimate professional purposes;
- Comply with data protection, privacy, fair competition, and other applicable laws;
- Use the data in a manner that does not harm, exploit, or mislead others.
2.3 Prohibited Use
You may not:
- Systematically copy, scrape, harvest, bulk export, or create derivative databases from Business Information (including via bots, crawlers, or similar tools) without the Company’s prior written consent;
- Send unsolicited/bulk communications or spam using Business Information;
- Use Business Information for discriminatory, unlawful, fraudulent, deceptive, or unfair practices;
- Represent Business Information as verified, guaranteed, or endorsed by the Company;
- Combine or merge Business Information with other datasets to build competing products or services.
2.4 Accuracy and Limitations
- The Company does not verify or guarantee the accuracy, completeness, or timeliness of Business Information.
- Business Information may be outdated, incomplete, misleading, or inaccurate.
- Users are solely responsible for independently verifying information before relying on it for business, financial, or professional decisions.
2.5 Reporting and Corrections
- Users may report inaccurate, incomplete, or misleading Business Information via the Platform’s reporting tools.
- The Company may, in its sole discretion, investigate and decide whether to correct, update, or remove reported entries.
- Submitting a report does not obligate the Company to take any specific action or create a warranty of accuracy.
2.6 Company Rights to Modify Database
- The Company may add, update, remove, or modify Business Information at any time without notice.
- Access to portions of the Database may be restricted for business, legal, or technical reasons.
- Continued access to specific entries is not guaranteed.
2.7 Disclaimer of Liability
The Company is not responsible for errors or omissions in Business Information and is not liable for any losses, damages, or disputes arising from reliance on it, including business transactions, employment decisions, or commercial engagements.
2.8 Enforcement
The Company may suspend or terminate access to the Database for prohibited use or misuse.
2.9 Business User Obligations (Representations & Warranties)
Businesses that register or submit information:
- Represent and warrant that they are legally existing entities and that the registrant is the owner or duly authorized representative;
- Represent and warrant that submitted information is accurate, truthful, lawful, up-to-date, and non-infringing;
- Must not create entries for fictitious or misrepresented organizations. The Company may suspend, remove, or modify entries that are false, misleading, or violate these Terms.
2.10 Sources of Business Information
The Database includes:
- User-Provided Business Information. Submitted by Members; such Members are solely responsible for its accuracy and legality.
- Company-Provided Business Information (Non-Member Businesses). Compiled by the Company from publicly available sources, directories, and third-party providers. The Company does not verify its accuracy or completeness. Business details change over time; some businesses may have ceased operations or materially changed. Users must exercise independent judgment and due diligence when relying on either category.
2.11 No Endorsement
Inclusion of a business does not constitute the Company’s endorsement, approval, sponsorship, or verification of that business, its services, products, or representatives.
2.12 No Guarantee of Availability or Coverage
The Database is not comprehensive. Coverage may vary by geography, industry, or other factors. The Company does not guarantee that any particular business, industry, or category will be represented or continuously available.
2.13 No Responsibility for Transactions
The Company is not a party to communications, agreements, or transactions between users or businesses arising from use of the Database. All dealings are solely between the relevant parties.
2.14 Data Retention and Removal
If Business Information is updated or removed, residual copies may remain in backups, caches, or logs for a limited period. Removal from public display does not guarantee immediate or permanent deletion from all systems.
2.15 Duplicate and Fraudulent Entries
Duplicate entries or impersonation of businesses are prohibited. The Company may remove duplicate, fraudulent, or impersonated entries without notice.
2.16 Business Identity and Misrepresentation
- Only the legal owner or duly authorized representative may register or manage a business account.
- Users must not claim, register, or act on behalf of any business they do not own or represent.
- Any false or fraudulent claim of business identity is strictly prohibited and may expose the user to full civil and criminal liability.
- Users who impersonate or falsely claim a business are solely liable for all damages caused to that business or third parties.
- The Company disclaims all liability for damages, losses, or disputes arising from such misrepresentation by users.
- The Company does not independently verify business ownership or authorization and provides business accounts on a good-faith basis.
- Non-members (including businesses not registered on the Platform) may submit complaints if their identity is being impersonated; upon receipt of credible evidence, the Company may suspend, remove, or reassign such accounts at its discretion.
Indemnification (Business Identity).
You agree to indemnify, defend, and hold harmless the Company and its officers, employees, and affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to your misrepresentation of a business, unauthorized use of a business identity, or damages caused to third parties by your actions.
Safe-Harbor/Intermediary Statement.
The Company acts solely as an online intermediary hosting user-generated business information. To the maximum extent permitted by applicable law, the Company is not liable for user content and bears no responsibility for damages arising from impersonation or misrepresentation, except as required by law upon notice and takedown.
2.17 Verification & Requests for Documentation
The Company may, at any time and in its discretion, request documents or information to verify business ownership/authorization (e.g., corporate records, government registrations, trademark certificates). Failure to timely provide satisfactory proof may result in suspension, removal, or reassignment of the business account.
2.18 Notice-and-Takedown (Impersonation/Trademark)
If you believe a business profile has been created or used without authorization, or infringes
your trademark or other rights, submit a complaint to support@yoogo.com including:
- Your name, contact details, and relationship to the business/rightsholder;
- The URL(s)/identifier(s) of the disputed business entry;
- A description of the alleged misrepresentation or infringement with supporting evidence;
- A statement that the information in your notice is accurate and that you are authorized to act.
The Company may take appropriate action at its discretion. The Company does not commit to any specific response time and is not obligated to provide the complainant with details of its internal review.
2.19 No Monitoring Duty; Good-Faith Actions
The Company has no general obligation to monitor the Database for accuracy, ownership, or legal compliance. The Company may act (or decline to act) in good faith on reports or evidence received and is not liable for actions taken or not taken in response to such reports.
2.20 Technical Protections; Rate Limits
You agree not to circumvent or interfere with technical measures designed to prevent scraping, bulk export, or unauthorized access (including rate limits, watermarking/seeding, CAPTCHA, token gating, or other access controls). Attempts to bypass such measures are prohibited.
2.21 Survival; Precedence
Sections 2.3, 2.7, 2.9–2.21 (including indemnification and limitations) survive termination of access to the Database. If this Section 2 conflicts with more general provisions of the Terms, the more protective provision for the Company will control with respect to Database use.
2.22 Section-Specific Limitation (Subject to Global Cap)
To the maximum extent permitted by law, the Company’s aggregate liability arising out of or relating to the Database is limited as set forth in the Terms’ global Limitation of Liability section; no special, indirect, incidental, consequential, exemplary, or punitive damages are recoverable, even if advised of the possibility.
3. Job Posting & Recruitment
3.1 Scope of Services
The Job Posting & Recruitment features allow Employers, Recruiters, and other authorized hiring representatives (“Employers”) to publish job opportunities and manage applicants, and allow individuals seeking work (“Candidates”) to discover, apply for, and communicate regarding those opportunities (collectively, the “Recruitment Features”). The Recruitment Features are provided for informational and networking purposes only and are not a substitute for independent verification, due diligence, or professional advice.
3.2 Roles & Eligibility
- Employers represent and warrant they are authorized to recruit for the posting company and to make the job opportunity available as described.
- Candidates represent and warrant they are applying in their own name, providing accurate information, and have the right to work where required.
- The Company may restrict access to the Recruitment Features based on verification, compliance, or risk considerations.
3.3 Employer Obligations (Truthfulness; Legal Compliance)
- Post truthful, accurate, and current job descriptions (title, duties, qualifications, location/remote status, employment type, compensation/benefits where required by law, work authorization requirements, and any material conditions).
- Comply with all applicable employment, labor, and anti-discrimination laws (including but not limited to equal opportunity, pay transparency where applicable, wage/hour, child labor, immigration/visa, background check, fair-chance/“ban-the-box,” disability accommodation, and record-keeping requirements).
- Not include unlawful or discriminatory criteria (e.g., protected characteristics such as race, color, ethnicity, national origin, religion, sex, gender identity, sexual orientation, disability, age, genetic information, veteran status, or any other protected class).
- Disclose any contingencies (e.g., commission-only, independent contractor, on-call) clearly and not misclassify workers.
- Not charge prohibited fees to Candidates for access to job opportunities, interviews, or training (where prohibited by law).
- Use Candidate data solely for recruitment related to the specific role(s) and not sell, lease, or transfer Candidate data, except as necessary service providers under a written agreement that protects such data.
3.4 Job Posting Standards
- Accurately describe the role, necessary qualifications, seniority, compensation where required, and location/remote expectations;
- Identify the legal hiring entity and, if acting as a recruiter/agency, identify the end-client where lawful and feasible;
- Avoid deceptive statements (e.g., guaranteed income, misleading titles, undisclosed probationary or unpaid periods);
- Include any legally required notices (e.g., EEO statements, pay ranges where required).
3.4A Accuracy, Verification & Due Diligence (Both Parties)
- Independent Due Diligence. Employers and Candidates are each solely responsible for conducting their own due diligence before interviews, offers, accepting roles, or commencing work. This includes (as applicable) identity/credentials checks, right-to-work verification, reference checks, license/certification validation, background screening, site safety assessments, and verification of job terms (e.g., compensation, benefits, schedule, remote/on-site expectations).
- No Verification Duty. The Company does not screen, audit, or confirm the accuracy of information provided by Employers or Candidates (including job descriptions, company policies, compensation/benefits, employment histories, qualifications, licenses, or references). Any optional verification badges or features are informational only and do not constitute a guarantee, warranty, or endorsement.
- Reliance at Your Own Risk. All users acknowledge they rely on Employer or Candidate information at their own risk and must obtain whatever assurances they deem necessary directly from the other party.
3.4B No Warranty of Employer or Candidate Information
- As-Is / As-Available. Information submitted by Employers and Candidates is provided “as is” and “as available.” The Company makes no representations or warranties (express or implied) about the accuracy, completeness, reliability, timeliness, or suitability of any such information.
- No Outcome Guarantees. Without limiting the foregoing, the Company does not warrant job availability, compensation, benefits, work conditions, policies, or career progression; nor does it warrant Candidate qualifications, experience, licenses, or background.
- No Liability for Reliance. The Company is not responsible for any losses or damages arising from your reliance on Employer or Candidate information.
3.4C Non-Reliance; No Professional Advice
All Recruitment Features, job posts, employer profiles, candidate materials, guidance, rankings, or suggestions are provided for information only and do not constitute legal, employment, tax, immigration, financial, safety, or other professional advice. Employers and Candidates must obtain their own advice and make independent decisions.
3.5 Prohibited Listings
- Are unlawful, unsafe, or deceptive;
- Involve illegal goods/services, adult or sexually explicit services, escorting, or activities that violate public safety;
- Are multi-level marketing (MLM), pyramid schemes, or “get-rich-quick” claims;
- Require Candidates to purchase equipment/services as a condition of consideration (unless allowed by law and clearly disclosed);
- Solicit sensitive personal data without lawful basis or clear necessity (e.g., SSN/national ID at early stages contrary to law or best practice).
3.6 Candidate Responsibilities
- Provide accurate, current, and non-misleading resumes/CVs, profiles, and application materials;
- Apply only to roles for which they have a genuine interest;
- Refrain from spamming applications or misrepresenting qualifications, credentials, or work authorization.
3.7 Applications, Messaging & Delivery
- The Platform may transmit applications and messages to Employers; delivery, receipt, or review is not guaranteed.
- By applying, Candidates grant the Company a limited license to host, process, and share application materials with the Employer(s) selected.
- The Company is not responsible for Employers’ screening decisions, communications, or record-keeping.
3.7A Transmission, Filtering & Delivery Disclaimer
Applications and messages may route through third-party providers and email systems. Delivery, receipt, routing, and timing are not guaranteed (including due to spam filters, network issues, and user settings). The Company is not liable for missed communications or lost opportunities.
3.8 Screening, Background Checks & Credit Reports
- Any background screening is conducted by Employers or their vendors, not by the Company.
- Employers are solely responsible for complying with all applicable laws (e.g., FCRA in the U.S., fair-chance laws, consent/disclosure, adverse-action notices).
- The Company is not a consumer reporting agency and does not furnish consumer reports.
3.9 Verification & Discretionary Review
- The Company may request documents or confirmations to verify Employer authority, the existence of the hiring entity, or the authenticity of a role.
- Failure to provide satisfactory proof may result in removal, suspension, or other enforcement. The Company does not undertake to verify all postings or credentials.
3.9A Automated Tools & AI Features (Informational Only)
Any automated, algorithmic, or AI-assisted tools (e.g., ranking, matching, deduping, summaries) are informational only and do not make hiring decisions. Employers remain solely responsible for compliance with applicable automated-decision, audit, anti-bias, and transparency laws. No tool constitutes a guarantee, endorsement, or certification of any Candidate or Employer.
3.10 No Employment Relationship; No Agency
- The Company is not an employer of, joint employer of, or agent for any Candidate or Employer.
- No employment relationship is created with the Company by use of the Recruitment Features.
- The Company does not negotiate offers, set wages, or make hiring decisions.
3.10A No Staffing Agency; No Joint Employment; No Control of Terms
The Company is not a staffing agency, professional employer organization, employer of record, or joint employer; does not set wages, schedules, or work conditions; and does not negotiate or approve offers. All employment terms are between Employer and Candidate only.
3.11 Fees & Payments (If Applicable)
- Certain posting or visibility features may require fees. Payments are processed by third-party providers; taxes and chargebacks are the Employer’s responsibility.
- Unless otherwise stated in an applicable service agreement, fees are non-refundable once a posting is live.
3.12 Reporting, Takedown & Scam Prevention
- Users (including non-members) may report fraudulent, misleading, or unlawful postings via the Platform or support@yoogo.com.
- The Company may remove or suspend postings or accounts at its discretion upon credible evidence.
- The Company does not guarantee any specific response time or outcome.
3.12A Off-Platform Interactions & Safety
Interviews, tests, trials, meetings, and communications that occur off-Platform are at your own risk. The Company does not screen venues, equipment, or participants, and disclaims liability for any personal injury, property damage, fraud, or loss arising from off-Platform interactions.
3.13 Data Privacy & Retention
- Candidate materials are processed per our Privacy Policy. The Company may retain logs/backups for a limited period after deletion from public display.
- Employers must handle Candidate data in compliance with privacy and data protection laws; unauthorized sale or reuse of Candidate data is prohibited.
3.13A Third-Party Services & Integrations
Recruitment workflows may link to or integrate with third-party services (e.g., ATS, background check vendors, video interview tools, calendars). Those services are not controlled by the Company. Use of them is at your own risk and subject to their terms and privacy policies. The Company disclaims responsibility for their acts, omissions, availability, data practices, or results.
3.14 No Endorsement, Sponsorship, or Guarantee
The Company does not endorse, sponsor, approve, recommend, vet, or guarantee any Employer, Candidate, listing, posting, organization, product, or service. Presence on the Platform (including a profile, listing, response, or any other appearance) does not constitute an endorsement or verification by the Company. All Employer and Candidate information is user-provided and subject to Sections 3.4A–3.4B. You rely on such information at your own risk.
3.14A Badges, Rankings, “Featured” Placement & Matches
Any labels, badges, verification indicators, “featured” placements, search rankings, match scores, or similar signals are informational only and may reflect paid promotion, limited checks, or automated/AI-driven logic. They are not endorsements, warranties, certifications, or guarantees of legitimacy, quality, safety, compliance, or suitability.
3.14B Trademarks, Logos & Brand References
Any third-party names, logos, or trademarks shown on the Platform are used for identification only and remain the property of their respective owners. No affiliation or endorsement is implied unless expressly stated by the Company in writing.
3.14C Testimonials, Ratings & Reviews
Testimonials, comments, ratings, and reviews reflect the opinions of the users who provide them, not the Company. The Company does not verify such statements and disclaims liability for any reliance thereon.
3.14D Platform Availability; Maintenance & Changes
Recruitment Features are provided on an “as is,” “as available” basis. The Company may modify, suspend, or discontinue any feature (including search, visibility, or ranking) for maintenance, security, legal, or business reasons without notice. No uptime or visibility is guaranteed.
3.15 Indemnification (Employment Claims)
You agree to indemnify, defend, and hold harmless the Company and its officers, employees, and affiliates from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:
- Your job posting content or recruitment practices;
- Alleged discrimination, harassment, retaliation, wage/hour violations, misclassification, background check violations, pay transparency violations, immigration/visa violations, or data-protection violations;
- Your communications or agreements with Candidates/Employers.
3.15A Additional Candidate Indemnities
Candidates further agree to indemnify, defend, and hold harmless the Company from claims arising out of or related to: (a) misrepresentation of qualifications, licenses, experience, or work authorization; (b) infringement or misuse of third-party IP in application materials; (c) unlawful disclosure or misuse of Employer confidential information; and (d) off-Platform conduct connected to recruiting interactions.
3.16 Compliance with Law
All users must comply with applicable laws, including anti-discrimination/EEO, disability accommodation, pay transparency/posting where applicable, wage and hour rules, child labor laws, immigration/work authorization, background check laws, fair-chance/“ban-the-box,” privacy/data protection, and record-keeping obligations.
3.17 Prohibited Conduct in Recruitment
- Harass, pressure, or coerce Candidates;
- Spam Candidates or scrape/resell Candidate data;
- Solicit unlawful fees from Candidates;
- Post misleading roles, “bait and switch” openings, or materially change terms after applying without clear notice and consent;
- Circumvent technical protections, rate limits, or access controls.
3.18 Confidentiality
Employers must keep Candidate information confidential and use it solely for evaluating applicants for the posted role(s). Candidates must keep non-public Employer information confidential.
3.19 Technical Protections; Rate Limits
You agree not to bypass technical measures intended to protect the Recruitment Features (including rate limits, access controls, and anti-automation tools).
3.20 No Monitoring Duty; Good-Faith Actions
The Company has no general duty to monitor listings, applications, or messages. The Company may act (or decline to act) in good faith on reports or evidence and is not liable for actions taken or not taken.
3.21 Survival; Precedence
Sections 3.3–3.21 (including indemnification and limitations) survive termination of access. If this Section conflicts with general Terms, the provision more protective of the Company controls for Recruitment Features.
3.22 Section-Specific Limitation (Subject to Global Cap)
To the maximum extent permitted by law, the Company’s aggregate liability arising out of or relating to the Recruitment Features is limited as set forth in the Terms’ global Limitation of Liability; no special, indirect, incidental, consequential, exemplary, or punitive damages are recoverable, even if advised of the possibility.
3.22A Time Limit to Bring Claims
Any claim relating to the Recruitment Features must be filed within one (1) year after it accrues, or be forever barred, to the extent permitted by law.
3.22B Dispute Resolution; Class Action Waiver
Disputes related to the Recruitment Features are subject to the Agreement’s Dispute Resolution terms (including binding arbitration and class/representative action waiver, if provided there). Where permitted, you waive jury trial.
3.22C Sanctions, Export & Restricted Parties
You may not use the Recruitment Features to recruit for, place with, or engage any party subject to trade or economic sanctions, export controls, or similar restrictions. Employers and Candidates represent they are not on any restricted-party list and will comply with applicable sanctions and export laws.
3.22D Physical Trials/Tests; Assumption of Risk
Any skills tests, job trials, assessments, site visits, or equipment use are conducted at the participant’s own risk. The Company does not provide insurance or supervision and is not liable for injuries, losses, or damages arising from such activities.
4: Projects & Gigs Marketplace
4.1 Scope of Services
The Projects & Gigs Marketplace enables individuals and entities seeking services (“Clients”) to post projects or gigs and enables individuals or entities offering services (“Service Providers”) to discover, propose on, and perform such work (collectively, the “Marketplace”). The Marketplace is provided for informational and networking purposes only and is not a substitute for independent verification, due diligence, or professional advice.
4.2 Roles & Eligibility
- Clients represent and warrant they are authorized to post the project/gig and to enter into any resulting agreement.
- Service Providers represent and warrant they have the qualifications, licenses, and rights to offer and perform the services proposed.
- The Company may restrict access to the Marketplace based on verification, compliance, or risk considerations.
4.3 Listing Standards (Clients)
- Accurately describe the scope, deliverables, timeline, location/remote status, budget/payment terms (if any), and required qualifications;
- Identify any material constraints, dependencies, or equipment/safety requirements;
- Avoid deceptive or incomplete statements.
4.4 Proposal Standards (Service Providers)
- Accurately describe qualifications, approach, pricing, timeline, and dependencies;
- Avoid misrepresentations of identity, experience, team composition, or licensing;
- Comply with applicable laws and professional/industry standards.
4.4A Accuracy, Verification & Due Diligence (Both Parties)
- Independent Due Diligence. Clients and Service Providers are each solely responsible for conducting their own due diligence before accepting or commencing work. This may include identity/background checks, license/certification validation, insurance verification, reference checks, review of prior work, site safety assessments, and verification of commercial terms.
- No Verification Duty. The Company does not screen, audit, or confirm information provided by Clients or Service Providers. Any badges, checks, or labels are informational only and not a guarantee, warranty, or endorsement.
- Reliance at Your Own Risk. You rely on other users’ information at your own risk and must obtain assurances directly from the other party.
4.4B No Warranty of Client or Service Provider Information
All Marketplace information is provided “as is” and “as available.” The Company makes no representations or warranties regarding the accuracy, completeness, reliability, timeliness, quality, suitability, or legality of any listing, profile, proposal, portfolio, or deliverable.
4.4C Insurance, Licensing & Equipment (User Responsibility)
- Each party is solely responsible for maintaining all required licenses, permits, and insurance (e.g., professional liability, general liability, workers’ compensation) appropriate to the engagement.
- The Company is not an insurer, does not provide insurance, and has no duty to verify insurance. To the maximum extent permitted by law, parties waive subrogation against the Company for insured losses.
4.5 Selection; No Guarantee of Award or Work
The Company does not guarantee any number of proposals, award of any project/gig, or completion of work. Clients retain sole discretion to select a Service Provider (or none). Service Providers acknowledge proposals may receive no response or award.
4.5A No Visibility, Ranking, or Matching Guarantee
The Company does not guarantee visibility, search ranking, recommendations, or matches for any listing or profile.
4.6 Contract Formation; The Company Is Not a Party
Any agreement for services (scope, deliverables, pricing, milestones, acceptance criteria, IP ownership, warranties, remedies) is solely between Client and Service Provider. The Company is not a party and does not negotiate, draft, approve, or enforce terms.
4.6A Inter-User Release (to the extent permitted by law)
You release the Company from any and all claims, demands, and damages arising out of or related to disputes between Clients and Service Providers (including performance, quality, nonpayment, IP, confidentiality, safety, or property damage). If you are a California resident, you waive California Civil Code §1542; if you reside elsewhere, you waive any similar statute to the extent permitted by law.
4.7 Deliverables; Acceptance & Revisions
Clients and Service Providers are responsible for defining acceptance criteria, revision limits, and remedies for nonconforming work. The Company does not supervise performance, review deliverables, or resolve quality disputes.
4.8 Payments & Fees (If Applicable)
- If the Platform offers invoicing, milestone, escrow, or payment tools, they are provided as a convenience only and may be operated by third-party processors subject to their terms.
- No Money Services; No Fiduciary. The Company is not a bank, trustee, fiduciary, or money transmitter for users. Funds, if any, are handled by processors; the Company disclaims responsibility for their acts/omissions.
- No Guarantee of Payment/Collection. The Company does not guarantee payment, fund sufficiency, chargeback prevention, or recovery. Taxes and compliance with invoicing/tax rules are solely the parties’ responsibility.
4.8B Chargebacks, Reversals & Fraud
Parties bear the risk of chargebacks, reversals, and fraud. The Company may offset fees or recover amounts from the responsible party where permitted by law and applicable processor terms.
4.9 Worker Classification; Compliance
- Service Providers are independent contractors and not employees, agents, joint venturers, or partners of the Company.
- Clients are solely responsible for proper classification, wage/hour compliance, benefits, and tax withholding where applicable.
- Parties must comply with all labor, employment, health/safety, immigration/work-authorization, licensing, and insurance laws.
4.9A No Joint Employment; No Control
The Company does not control the manner or means of work, schedules, pay, or conditions, and is not a joint employer, PEO, staffing agency, or employer of record.
4.10 Intellectual Property in Deliverables
- Unless otherwise agreed in writing between Client and Service Provider, Service Provider retains pre-existing IP and grants Client a limited license necessary for the deliverables; newly created IP may be assigned or licensed as the parties agree.
- Parties are responsible for IP allocation, moral rights waivers, and open-source obligations in their own agreement. The Company bears no responsibility for IP disputes.
4.11 Confidentiality
Clients and Service Providers must keep each other’s non-public information confidential and use it only for the engagement. The Company is not responsible for user breaches of confidentiality.
4.12 Prohibited Projects/Services
You may not post or perform projects/services that are illegal, unsafe, infringe rights, facilitate discrimination/harassment, involve hacking or scraping private data, constitute academic cheating, or otherwise violate this Agreement or law.
4.13 Off-Platform Interactions & Safety; Assumption of Risk
Site visits, on-site work, tests, trials, equipment use, or meetings are at your own risk. The Company does not supervise worksites, supply equipment, or provide insurance, and disclaims liability for injuries, property damage, theft, or other losses.
4.14 Messaging, Transmission & Delivery Disclaimer
Proposals and messages may route through third-party systems; delivery, receipt, routing, and timing are not guaranteed (e.g., spam filters, network issues, user settings). The Company is not liable for missed communications or lost opportunities.
4.15 Fraud, Misrepresentation & Identity
Impersonation, misrepresentation of identity/qualifications, or fabricated samples are prohibited. Upon credible evidence, the Company may remove listings, suspend accounts, or require re-verification. Users who misrepresent are solely liable for resulting damages and must indemnify the Company (see 4.21).
4.16 Third-Party Services & Integrations
Workflows may link to or integrate with third-party services (storage, design/dev tools, time-tracking, video calls, shipping). Those services are not controlled by the Company and are used at your own risk under their terms. The Company disclaims responsibility for their acts, omissions, availability, data practices, or results.
4.17 Automated Tools & Matching (Informational Only)
Any labels, rankings, match scores, “featured” placements, recommendations, or AI-assisted tools are informational only and may reflect paid promotion, limited checks, or automated logic. They are not endorsements, certifications, or guarantees of legitimacy, quality, or suitability.
4.18 No Endorsement, Sponsorship, or Guarantee
The Company does not endorse, sponsor, approve, recommend, vet, or guarantee any Client, Service Provider, listing, proposal, deliverable, product, or service. Presence on the Platform does not constitute endorsement or verification. You rely at your own risk.
4.19 Reporting, Takedown & IP/Identity Complaints
Users and non-members may report unlawful, infringing, or impersonating content via the Platform or support@yoogo.com. The Company may act at its discretion upon credible evidence but does not guarantee a particular response or outcome.
4.20 Data Privacy & Retention
User content and logs are processed per our Privacy Policy. If content is updated or removed, residual copies may persist in backups/caches for a limited time. The Company is not responsible for misuse of information by other users.
4.21 Indemnification (Marketplace)
- Your listings, proposals, deliverables, or conduct;
- Misclassification, wage/hour, licensing, insurance, safety, permits, or regulatory non-compliance;
- Alleged infringement or misuse of IP, trade secrets, or confidential information;
- Fraud, misrepresentation, impersonation, or identity misuse;
- Off-Platform interactions, site activities, personal injury, or property damage;
- Your use of third-party tools or integrations;
- Taxes, withholdings, and government assessments related to your activities.
4.22 Technical Protections; Rate Limits; No Circumvention
You may not bypass or interfere with technical measures intended to protect the Marketplace (including rate limits, access controls, anti-automation tools, watermarking/seeding) or circumvent any fee, visibility, or transaction features.
4.23 No Monitoring Duty; Good-Faith Actions
The Company has no general duty to monitor listings, proposals, performance, or deliverables. The Company may act (or decline to act) in good faith on reports or evidence and is not liable for actions taken or not taken.
4.24 Survival; Precedence
Sections 4.3–4.33 (including indemnities and limitations) survive termination of access. If this Section conflicts with general Terms, the more protective provision for the Company controls for Marketplace use.
4.25 Section-Specific Limitation of Liability (Subject to Global Cap)
To the maximum extent permitted by law, in addition to the Agreement’s global Limitation of Liability, the Company’s aggregate liability arising out of or relating to the Marketplace to any user shall not exceed the lesser of (a) US$100 or (b) the fees paid by that user to the Company for Marketplace-specific features in the six (6) months preceding the event giving rise to liability. No special, indirect, incidental, consequential, exemplary, punitive, or lost-profit damages are recoverable, even if advised of the possibility.
4.26 Time Limit; Dispute Resolution; Sanctions
- Time Limit. Any claim relating to the Marketplace must be filed within one (1) year after it accrues, or be forever barred, to the extent permitted by law.
- Dispute Resolution. Disputes are subject to the Agreement’s Dispute Resolution terms (including binding arbitration and class-action waiver, where applicable). Where permitted, you waive jury trial.
- Sanctions/Export. You may not use the Marketplace to engage with any party subject to trade or economic sanctions, export controls, or similar restrictions. Parties represent they are not on restricted-party lists and will comply with applicable sanctions and export laws.
4.27 Force Majeure (Reference)
The Company is not liable for delay or failure to perform due to events beyond its reasonable control (including power/network failures, labor disputes, pandemics, acts of God, government action, or third-party service failures), as further described in the Agreement’s force-majeure clause.
4.28 Warranty Disclaimer (Comprehensive)
To the maximum extent permitted by law, the Marketplace and all related content, tools, signals, rankings, communications, and outputs are provided “AS IS” and “AS AVAILABLE,” with all faults and without warranties of any kind, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, non-infringement, title, quiet enjoyment, accuracy, and any warranties arising out of course of dealing or usage of trade. The Company does not warrant that any listing, proposal, deliverable, file, or communication will be error-free, virus-free, secure, or uninterrupted.
4.29 No Fiduciary, Bailment, or Special Relationship
The Company is not a fiduciary, trustee, bailee, or agent of any user, and owes no special duties beyond those expressly stated in this Agreement. No advisory, professional, or supervisory relationship is created by use of the Marketplace.
4.30 Risk of Physical Goods & Shipments (if any)
If a project involves shipment/transfer of tangible items between parties, risk of loss, shipping, insurance, export/import compliance, and damage claims are strictly between Client and Service Provider. The Company has no responsibility for logistics or outcomes.
4.31 Security; User Systems
Users are responsible for maintaining appropriate security for their accounts, devices, networks, and files. The Company is not responsible for malware introduced by users, third parties, or deliverables.
4.32 Severability; Interpretation
If any part of this Section 4 is held invalid or unenforceable, the remainder remains in full force. Headings are for convenience only and do not affect interpretation.
4.33 Changes to Marketplace Features
The Company may modify, suspend, or discontinue Marketplace features at any time for maintenance, security, legal, or business reasons without notice.
5. Marketplace Terms of Use
5.1. Role; Quotation-Only Model
- The Marketplace is an online platform operated by 2Global, Inc. (“Company,” “we,” “us,” “our”) where Members may post requests for quotations (RFQs), submit offers, and negotiate transactions for goods or services.
- We do not act as a seller, buyer, broker, distributor, agent, guarantor, escrow, or insurer; we do not warehouse, inspect, manufacture, certify, ship, or deliver goods or services; we do not take title or possession.
- Quotation-Only. The Marketplace facilitates discovery and negotiation only. Orders, contracts, payments, delivery, acceptance, warranties, and performance are strictly between Buyer and Seller.
- We are not the merchant of record and do not control or guarantee pricing, availability, lead times, logistics, delivery, conformity, or after-sale support.
5.2. No Endorsement or Verification
- We do not endorse, warrant, verify, vet, or certify any Member, listing, company, product, service, claim, or review.
- Each Member is solely responsible for due diligence, including identity, licensing, qualifications, safety, compliance, financial soundness, and reputation of counterparties.
- Reliance on any listing or communication is at the Member’s own risk.
5.3. Member Representations & Responsibilities
Each Member represents and warrants that:
- they have authority to list, offer, sell, purchase, or provide the relevant goods or services;
- all listings and communications are accurate, complete, non-misleading, and updated promptly;
- goods/services and their marketing, sale, export, import, shipment, and end-use comply with all applicable laws, industry standards, and third-party rights (including IP, privacy, advertising, safety, labeling, and consumer protection);
- they will not post or disclose third-party personal data without lawful basis/consent;
- they will maintain records, permits, and licenses as required;
- they will respond to RFQs and reasonable information requests in good faith and within commercially reasonable timeframes.
5.4. Prohibited Listings and Activities
- Prohibited categories (non-exhaustive): illegal/unlawful products; counterfeit/pirated/infringing items; weapons/explosives/fireworks/hazardous chemicals/radioactive materials; adult/obscene content; unlicensed financial products or schemes; stolen/misappropriated property; human remains/body parts; endangered/protected species or derivatives; government IDs/licenses/permits or counterfeits; and any items barred by law, sanctions, export controls, or payment-processor restrictions (including PayPal/Braintree).
- Prohibited practices include: misrepresentation, deception, bait-and-switch, price gouging where unlawful, false scarcity, fake reviews, link farms/malware, safety risks, and any activity likely to harm persons, property, data, or public safety.
- Catch-All. We may prohibit, restrict, or remove any product, service, category, or activity we, in good faith, deem inappropriate, harmful, illegal, non-compliant, or inconsistent with the Marketplace’s purpose or reputation, even if not listed above.
5.5. Listing Standards (Non-Binding; Key Terms in Quote/PO)
- Listings are non-binding marketing materials. Product/service pages on the Marketplace are informational only and do not constitute offers, shipping commitments, delivery guarantees, or contractual terms.
- Material terms must appear in the mutually accepted quotation and/or purchase order. Prior to acceptance, the Seller must disclose all material terms in the written quotation (or pro forma invoice), including: description/specifications, quantity, pricing basis, shipping/delivery terms (e.g., INCOTERMS® 2020, delivery address/port, carrier), risk/title transfer, insurance (if any), lead times, and any limitations.
- No hidden conditions. Sellers may not rely on undisclosed terms not contained in the quotation/PO.
- Truthful support. Photos, certifications, and compliance claims must be accurate and supportable on request.
5.5.1. Shipping & Delivery Terms; Document Precedence
- Quotation controls. If a listing conflicts with a written quotation or purchase order signed or otherwise mutually accepted by Buyer and Seller, thequotation/purchase order controls.
- No default shipping terms supplied by the Marketplace. If shipping/delivery terms are not stated in the quotation/purchase order, the Marketplace does not supply or imply any default (including INCOTERMS®, risk/title transfer, or insurance). The parties must agree in writing before any transaction proceeds.
- “Free shipping” or delivery promises must be in the quote. Any shipping, delivery, installation, or returns commitment shown on a product page is non-binding unless repeated in the mutually accepted quotation/purchase order.
- Risk & title.Transfer of risk of loss and title occurs only as specified in the parties’ quotation/PO (or later contract). The Marketplace does not take title, custody, or control at any time.
- Conflicts hierarchy.Unless otherwise agreed in a signed contract between Buyer and Seller, the following order of precedence applies: (1) a fully executed definitive agreement between the parties; (2) the latest mutually accepted purchase order (including referenced terms); (3) the latest mutually accepted quotation/pro forma; (4) the Buyer’s RFQ; (5) the Marketplace listing.
5.5.2. Logistics, Packaging, and Compliance
- Logistics responsibilities Carrier selection, routing, export filings, import clearance, packaging, labeling, and insurance are the responsibility of the parties as stated in the quotation/PO.
- Compliance. Offering, shipment, export, import, and end-use of goods must comply with applicable law, safety standards, packaging/labeling rules, and any licensing requirements.
- No reliance on Marketplace. The Marketplace does not arrange freight, insurance, or customs clearance, and makes no representation regarding duties, taxes, or admissibility.
5.5.3. No Transaction Without Agreed Shipping Terms
- If the parties have not agreed in writing to shipping/delivery terms, either party may decline or cancel the contemplated transaction without liability to the Marketplace.
- We may require evidence of agreed shipping terms (e.g., quote/PO) before allowing a transaction to be marked as “accepted” on the platform.
5.6. Trade, Export/Import, and Sanctions Compliance
- Sanctioned Parties & Jurisdictions. Members may not use the Marketplace if they are (i) located in, incorporated in, or ordinarily resident in any comprehensively sanctioned country/region (as of these Terms: Cuba, Iran, North Korea, Syria, Crimea, Donetsk, Luhansk), (ii) located in or operating from Russia to the extent prohibited by U.S. sanctions, export controls, or financial restrictions, or (iii) listed on any U.S. government restricted-party list (e.g., SDN, Foreign Sanctions Evaders, BIS Entity List).
- Export/Import Controls. Members must comply with all export, re-export, deemed export, and import laws (including classification, licensing, and end-use/end-user restrictions) and shall not post or transfer export-controlled technical data unless fully authorized.
- Processor Restrictions. Transactions must also comply with our payment processors’ rules (including PayPal/Braintree) which may be stricter than law.
- We may implement geo-blocking, IP checks, KYC/AML reviews, and other controls, and may require documentary verification (e.g., business registration, licenses, sanctions screening data). Failure to cooperate may result in suspension/termination.
5.7. Taxes, Duties, and Regulatory Charges
- Unless expressly stated otherwise, we do not assess, collect, or remit VAT/GST/sales/use taxes, customs duties, import fees, recycling/eco fees, or regulatory charges for Member-to-Member transactions.
- Buyers and Sellers are solely responsible for determining, charging, collecting, reporting, and remitting applicable taxes and duties and for issuing compliant invoices/receipts.
- Members must honor applicable consumer-law rights (including mandatory cooling-off or return rights where required by law).
- Cross-reference. Allocation of responsibility for duties, taxes, brokerage, insurance, and related charges must appear in the quotation/PO per §5.5.1.
5.8. Payments; No Escrow or Custody
- Payments between Members, if any, are processed directly by third-party processors selected by the parties. We do not hold, control, escrow, or insure funds; we are not responsible for chargebacks, holds, reserves, FX, or payout schedules.
- Disputes regarding payments are solely between the Members and/or the processor.
5.9. Intellectual Property; Notices and Takedown
- Members retain rights to their own listing content but grant us a worldwide, non-exclusive, royalty-free license to host, cache, reproduce, display, adapt, and distribute such content as reasonably needed to operate, secure, promote, and improve the Marketplace (including backups, thumbnails, search indexing, and machine moderation).
- We may remove or disable access to content alleged to be unlawful or infringing and may terminate repeat infringers.
- Rights holders may submit notices through our designated channel (as described in our IP/DMCA policy). We may share notices with the Member and competent authorities.
5.10. Monitoring; KYC/AML; Cooperation
- We may (but are not obligated to) monitor, review, investigate, or moderate listings and activity.
- We may request KYC/AML and sanctions screening information and rely on third-party databases/providers.
- We may cooperate with payment processors, rights holders, regulators, and law enforcement, and disclose Member information as required by law or to protect our rights, users, or the public.
5.11. Disclaimers; Allocation of Risk; Insurance
- As-Is / As-Available. The Marketplace is provided “as is” and “as available.” We disclaim all warranties (express, implied, statutory), including merchantability, fitness, title, and non-infringement.
- No Inspection/Certification. We do not inspect or certify goods/services and make no promise regarding quality, safety, legality, conformity, performance, durability, merchantability, or fitness.
- Allocation of Risk. All risks relating to listings, negotiations, contracts, payments, shipment, delivery, acceptance, and after-sales rest solely with Buyers and Sellers.
- Insurance We do not provide insurance; Members should obtain appropriate product, liability, cargo, professional, or credit insurance as needed.
- No default shipping terms. The Marketplace provides no default INCOTERMS® or shipping terms; any such terms are solely as agreed between Members under §5.5–5.5.3.
5.12. Member-to-Member Disputes
- Disputes arising from Marketplace dealings must be resolved directly between Buyer and Seller.
- We are not obligated to intervene and have no liability for outcomes. Members may pursue mediation, arbitration, or litigation at their own expense.
5.13. Enforcement; Termination; Data Handling
- We may, in our sole discretion and without prior notice: remove listings; throttle or restrict functionality; geoblock; suspend or terminate accounts; require re-verification; and remove or anonymize associated content/data.
- Termination for violations may be immediate and without refund of any fees paid.
- Data Deletion & Retention. We may delete Member content/data; however, we may retain data as required by law, to protect our rights or users, for fraud prevention, recordkeeping, or to comply with contractual or legitimate business needs.
- These remedies are cumulative and without prejudice to any rights at law or in equity.
5.14. Service Changes; Availability; Force Majeure
- We may modify, suspend, or discontinue features of the Marketplace at any time.
- We do not guarantee uninterrupted or error-free operation and are not responsible for delays, failures, or harm caused by networks, carriers, processors, vendors, or third-party services.
- Neither party is liable for delay or failure due to events beyond reasonable control (including acts of God, labor disputes, cyberattacks, epidemics, war, sanctions changes, power or Internet failures, or governmental actions).
5.15. Priority; Survival
- In case of conflict between this Section and any other Marketplace-related document or page, this Section governs unless a more specific written agreement signed by us states otherwise.
- Sections 5.3–5.6, 5.7–5.11, 5.13–5.15 survive termination.
6. Chat & Messaging Terms
6.1. Scope; Platform Role
- The chat and messaging features (Chat) enable Members to exchange messages and attachments within the Services.
- Chat is provided as a platform feature; we do not control, endorse, vet, or guarantee the accuracy, legality, or safety of messages or any arrangements reached via Chat. We are not a party to Member communications or any agreement negotiated in Chat.
6.2. Eligibility; Identity; Contact Rules
- Only eligible Members (as defined in the Membership & Use Agreement) may use Chat.
- You will not misrepresent identity or affiliation, or use another person’s account.
- You consent to being contacted by other Members through Chat and agree to use provided user controls (block/mute/report) to manage unwanted contact.
6.3. Acceptable Use
You must not use Chat to:
- violate law or third-party rights (IP, privacy, publicity, trade secrets);
- harass, threaten, defame, dox, stalk, or otherwise abuse;
- transmit spam, scams, phishing, link farms, or malicious code;
- impersonate any person or entity or misrepresent affiliation;
- share sexual content involving minors or otherwise exploitative content (zero tolerance);
- plan, solicit, or transact illegal goods/services or evade Marketplace rules, sanctions, or payment-processor restrictions;
- scrape contacts or harvest data for bulk messaging or off-platform marketing;
- coordinate off-platform circumvention to avoid platform safeguards or fees.
6.4. Confidentiality; Encryption; Sensitive Data
- Chat is not designed for confidential communications. Do not share payment card numbers, bank credentials, government IDs, health or other sensitive personal data.
- Unless we expressly state otherwise, Chat is not end-to-end encrypted. Messages may be processed and stored for security, moderation, operations, analytics, and improvement.
6.5. Moderation; Monitoring; Reporting
- We may (but are not obligated to) use automated tools and human review to detect harmful, illegal, or policy-violating content and behavior.
- You may report messages, users, or conversations; we may request additional information to investigate.
- We may remove content, restrict features, geoblock, throttle, require re-verification, or suspend/terminate accounts at our discretion.
6.6. Attachments and Links; Malware
- Attachments and links may be scanned, but scanning is not guaranteed. You open files and links at your own risk.
- Third-party content and sites are not under our control; use is at your own risk and subject to third-party terms.
6.7. Negotiations; Non-Binding Communications
- Communications in Chat are non-binding marketing and negotiation unless and until memorialized in a mutually accepted written quotation, purchase order, or definitive agreement between Members.
- Chat does not create agency, partnership, or employment relationships.
6.8. AI/Assistive Features (if enabled)
If assistive or AI features are available in Chat, outputs may be incomplete, inaccurate, or inappropriate. Do not treat outputs as legal, financial, medical, safety, or professional advice; you must independently verify any critical information.
6.9. Intellectual Property; Licenses; Takedown
- You retain rights in your messages and attachments.
- You grant us a worldwide, non-exclusive, royalty-free license to host, cache, reproduce, display, adapt, and distribute Chat content as reasonably necessary to operate, secure, index, moderate, back up, and improve the Services and to enforce policies.
- We may remove or disable access to content alleged to be unlawful or infringing and may terminate repeat infringers consistent with our IP/DMCA policy.
6.10. Privacy and Data Use
Processing of Chat content and metadata is described in our Privacy Policy, including categories, purposes, retention, cross-border transfers, and your rights. We may disclose content/metadata to law enforcement or rights-holders when legally required or to protect users, the public, or our rights.
6.11. Retention; Deletion; Legal Holds
- We may retain Chat content and related metadata for as long as necessary to operate the Services, comply with law, resolve disputes, and enforce agreements.
- Deleted messages may persist in backups or legal holds for a limited period or as required by law.
- We may anonymize or aggregate Chat data for safety, analytics, and service improvement.
6.12. User Controls; Rate Limits; Anti-Abuse
- We may provide block, mute, and report tools; you agree to use them to manage contact.
- To protect the platform, we may apply rate limits, spam detection, throttling, temporary locks, or geoblocking.
6.13. Payments; No Sensitive Transactions in Chat
- Do not exchange payment credentials or conduct payments in Chat.
- Payments, if any, must occur only through approved processors (e.g., PayPal/Braintree) and remain subject to the Membership Agreement, Core Terms, and Marketplace Terms.
6.14. Voice/Video (if enabled); Recording Consent
- If voice/video is available, you are responsible for obtaining all legally required consents to record or capture audio/video; some jurisdictions require all-party consent.
- You must comply with call-recording, wiretapping, e-privacy, and similar laws. We may restrict or disable recording to comply with applicable law.
6.15. Safety; Emergency; Illegal Content
- Chat is not a substitute for emergency services. If you or someone is in danger, contact local authorities immediately.
- We may (where appropriate or legally required) escalate imminent harm reports and report child sexual exploitation material to the appropriate authorities.
6.16. Compliance; Sanctions; Export/Import
Chat use is subject to applicable laws and our sanctions and processor-restriction rules. You will not use Chat to transact with sanctioned parties or jurisdictions or to exchange export-controlled technical data without authorization.
6.17. Enforcement; Remedies
- We may remove messages or attachments; restrict or revoke access to Chat; impose rate limits or geoblocking; and suspend or terminate accounts for violations or risk.
- We may delete or anonymize Chat content; we may retain data as required by law or for fraud-prevention, safety, recordkeeping, or other legitimate business needs.
- Remedies are cumulative and without prejudice to any rights at law or in equity.
6.18. Relationship to Other Terms; Priority; Survival
- These Chat Terms supplement the Core Terms of Use, the Membership & Use Agreement, the Marketplace Terms, and the Privacy Policy.
- In a conflict, a more specific signed agreement controls; otherwise, the Membership Agreement controls commercial/dispute terms and the Core Terms control platform-wide rules.
- Sections 6.3–6.7, 6.9–6.11, 6.13–6.18 survive termination.