TERMS OF SERVICE AGREEMENT

This Terms of Service Agreement was last updated on 06/25/2024.

This Terms of Service Agreement ("Agreement") is a legal agreement between you and Virtual Property Management Solutions LLC ("VPM Solutions”) relating to your use of VPM Solutions’s website and mobile applications and any and all associated services (collectively, the “Platform”).  These terms explain how we expect you to interact when you’re using the Platform. Please read the rules carefully, by using our website and Platform you agree to follow them. 

The terms “you” or “User” in this Agreement refer jointly to any user of the Platform, including both Clients and Virtual Team Members as those terms are defined below. You agree to be bound by all of the terms (the "Terms") set forth in this Agreement and acknowledge that you have received and reviewed the VPM Solutions’s Privacy Policy located at www.virtualpmsolutions.com/privacy. The Terms are subject to change at any time, effective upon publication as dated above. 

Acceptance of Terms. VPM Solutions and any of its affiliates permit you to access and use the Platform subject to these Terms. By accessing or using any portion of the website or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, (“User Entity”), you must have the legal authority to contractually bind such User Entity to these Terms, in which case the terms “you” or “your” or “User” will refer to such User Entity. If you lack the legal authority to contractually bind or do not agree with these Terms, you must not access or use the Platform.

Terms Updates. VPM Solutions reserves the right at its sole discretion to change or modify these Terms at any time. VPM Solutions will post changes on the website and will indicate at the top of this page, the date these terms were last revised. It is your responsibility to check the Terms periodically for changes. Your continued use of the Platform after the date of any such changes effectively constitutes your acceptance of the new or revised Terms. 

TERMS OF USE

1. Use of Platform. The Platform is made available to those seeking to obtain services (“Client”) from an independent contractor and/or freelancer (“Virtual Team Member”) pursuant to the terms of a separate agreement made by and between Client and Virtual Team Member (“Services Contract”). VPM Solutions may decline to provide you with access to the Platform for any reason at its sole discretion. You may only use the Platform subject to your acceptance of these Terms and VPM Solutions’s right to terminate your use or access to the Platform at any time and for any reason.
   
   
2. Accounts. You must register for an account with us (“Account”) to access and use Platform. Your Account registration is subject to approval by VPM Solutions. We reserve the right to decline a registration to join or to add an account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations. 
   1. Registered Accounts on the Platform are for your business purposes only and not for personal or consumer use. By registering for an Account you represent that you are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business. You also represent that you will use Platform for business purposes only and will comply with any licensing, registration or other requirements for your business in which you are acting, offering, or receiving services. 
   2. By registering for an Account, you represent that you are either a legal entity or an individual who has reached the age of majority in your country and that you can form legally binding contracts. 
   3. Account Types. We offer two types of accounts: Client and Virtual Team Member. Once you register for one type of account, you can also register for the other type. You agree not to register for or maintain more than one account per type. 
      1. Client Account. You can register as a Client. Client Accounts have features that allow for searching for independent contractors, posting jobs, and managing team members, as well as payment. For emphasis, Client Accounts are subject to Section 12. Failure to abide by these Terms may result in immediate removal from the Platform.
      2. Virtual Team Member Account. You can register as a Virtual Team Member. This account allows you to create a User Profile that includes a picture, work history, experience, education, and other identifying features. Virtual Team Members may also record video interviews of yourself for use in applying for Services Contracts. Virtual Team Members hereby represent that all information contained in their User Profile is honest and correct. For emphasis, Virtual Team Members Accounts are subject to Section 12. Failure to abide by these Terms may result in immediate removal from the Platform. 
   4. Sharing User Accounts. You agree not to allow another individual to use the Platform on your behalf, except that an authorized employee or agent may use the Platform on behalf of your business or agency. By granting a user permission to use the Platform on your behalf, you represent and warrant that (i) the User is authorized to act on your behalf; and (ii) you are fully responsible and liable for the User’s acts or omissions and that you agree to be fully bound by this Agreement.
   5. Identity and Location Verification.  When you register for an account and from time to time thereafter, your account may be subject to verification, including, but not limited to, validation against third-party databases or the verification of one or more official government or legal documents that confirm your identity, your location, and your ability to act on behalf of your business on VPM Solutions. You authorize VPM Solutions, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your email address or financial accounts, subject to applicable law. When requested, you must timely provide us with complete information about yourself and your business, which includes, but is not limited to, providing official government or legal documents. During verification, some Account features may be temporarily limited. When verification is successfully completed, account features will be restored.
   6. Information on Platform; Identity of Users. VPM Solutions does not perform background checks of Users and makes no representations about their business health, criminal history or ability to perform services. VPM Solutions does not verify any information provided by Users of the Platform, including their identity, work history, or citizenship status. Any use of the Platform or decision to form a Services Contract with any other User is at your own risk with no liability to the VPM Solutions, its owners, officers, or employees.
   7. Interactions between Users. Users shall not communicate with other Users outside of the Platform for the purpose of avoiding any obligations under these Terms of Service or other agreements made with VPM Solutions, including the obligation to pay any Platform fees. Users shall not take any actions which would circumvent the processing of payments through the Platform or prevent VPM Solutions from collecting transaction fees due from any User.
      
      
   3. Relationship. The Platform is a work marketplace that enables Users to find each other, enter into Services Contracts, receive and provide contractor services, and make and receive payments. VPM Solutions does not employ Virtual Team Members. By using the Platform, you agree that VPM does not supervise, direct, control, or monitor any User in the performance of any contractual obligations they may have under a Services Contract. You also agree that:
3. 1. VPM Solutions is not responsible for ensuring the accuracy or legality for content created by any User, for which Users are solely responsible;
   2. VPM Solutions is not responsible for performance, offering, or procurement of Virtual Team Member services, unless Client elects the Gold Glove contract which is subject to additional terms;
   3. VPM Solutions does not guarantee or make representations about any particular User’s offered services; and
   4. Nothing will create an employment, agency, or joint venture relationship between VPM Solutions and any User;
   5. VPM Solutions is not a party to any Services Contract by and between Client and Virtual Team Members.

3.1 While VPM Solutions may provide certain badges, certifications, or other marketing-related displays or language on User profiles, such information is not a guarantee, including the quality, ability, or willingness of such User to complete a Services Contract. 

3.2 You further acknowledge and agree that Users, and not VPM Solutions, are solely responsible for evaluating the suitability of any Services Contract, Virtual Team Member, or Client. Users are responsible for assessing each Services Contract to decide whether to enter into a contract with another User, for verifying such User, and for negotiating, agreeing to, and executing any terms of the contracts and for performing and monitoring performance under them. All Services Contracts between Users are directly between the Users and VPM Solutions is not a party to those contracts. 

3.3 If a Virtual Team Member utilizes subcontractors or your own employees, you expressly acknowledge and agree that is addition to the provisions herein, you are solely responsible for the work performed by your subcontractors or employees and paying your subcontractors for work performed on your behalf. 

4.1 In the event of an audit of VPM Solutions, Virtual Team Member agrees to promptly cooperate with VPM Solutions and provide copies of your tax returns and other documents that may be reasonably requested for purposes of such audit. 

1. 1. With respect to any Services Contract, Clients and Virtual Team Members may enter into any written agreements that they deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.) provided that any such agreements do not conflict with, narrow, or expand VPM Solutions’s rights and obligations under this Agreement. The parties to a Services Contract can, if the parties prefer, agree to alternate Services Contracts drafted by said parties in whole or in part, in addition to or instead of other such agreements. 
   2. Each User shall determine whether to enter into a Services Contract. Client agrees and warrants that it will correctly classify Virtual Team Member as an employee or independent contractor in accordance with applicable laws. Each User is solely responsible for all aspects of the Services Contract, including the legality, interviews, and vetting of the other party, negotiating and executing the Services Contract, performance, and payment for services. VPM Solutions does not guarantee payment for any Services Contract in any way.

1. 1. Client Platform Fee. Client agrees to pay VPM Solutions its fees, such as the Payment Processing Fee of 3%, and any applicable sales taxes or other similar taxes required by law as reflected in the final Services Contract created on the Platform.
      1. Clients agree to make payment for Services Contracts solely through the Platform. Absent fraud, any such payments are nonrefundable. Clients agree that VPM Solutions may deduct and retain the Client Platform Fee and taxes from such payments and forward the Virtual Team Member’s portion of the payment to Virtual Team Member. 
      2. Default for Non-Payment. Client shall be in default for non-payment if it fails to pay the Virtual Team Member amounts owed under a Services Contract or does not pay VPM Solutions any amounts due under this Agreement within the time period agreed in writing or, if no time period is specified, thirty (30) days, including any instance in which Client has initiated a chargeback with a financial institution resulting in a charge by VPM Solutions being reversed or taking any other action that results in a negative or past-due balance on the Client’s account with VPM Solutions (“Default for Non-Payment”). If Client is in Default for Non-Payment, Client shall incur interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs to the maximum extent permitted by applicable law. Upon the thirty-day time period, VPM Solutions may charge the payment method on file on the Client’s account; set off amounts due against other amounts received from Client or held by for Client by VPM Solutions, make appropriate reports to credit reporting agencies and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement authorities in any investigation or prosecution
   2. Virtual Team Member Platform Fee. Virtual Team Members agree to pay VPM Solutions a 10% Platform Fee for use of the Platform that VPM Solutions may automatically withdraw upon payment.
      1. Virtual Team Members are responsible for taxes, social security, workers’ compensation, disability, unemployment, or other withholdings, as these will not be withheld from payments by VPM Solutions.
   3. Payment Requirements. Users agree that all payments shall be routed through the Platform and payment portal. Any payments outside the Platform are strictly prohibited. 
   4. Payment Processing. VPM Solutions may utilize a third-party to process payments on the Platform. By using the Platform, Users consent to their data being shared with such third parties in accordance with VPM Solutions’s Privacy Policy.

1. Virtual Team Members agree to receive payment solely through the Platform. Virtual Team Members who request payment outside of the Platform shall pay a $1,000 fine and may be banned from the Platform indefinitely subject to VPM Solutions’s sole discretion. 
2. Circumvention Fee. Users may elect to pay a fee to opt out of the Non-Circumvention Period (“Circumvention Fee”). The Circumvention Fee is $2,500. To receive more information about or to elect to pay the Conversion Fee, please email Info@VPMSolutions.com with the subject line “Circumvention Fee.”

1. 1. Act in a misleading or fraudulent way, including but not limited to:
      1. Lying about your experience, skills, or professional qualifications
      2. Falsely claiming one Virtual Team Member will perform when another will
      3. Passing off any part of someone else’s profile or identity as your own,
      4. Using a profile picture that isn’t you, misrepresents your identity, or is someone else
      5. Impersonating or falsely attributing statements to any person or entity, including a VPM Solutions team member
      6. Falsely claiming or implying you are connected to a person or entity including VPM Solutions
   2. Engage in fraudulent payment practices including but not limited to:
      1. Virtual Team Members cannot fraudulently charge Clients including by falsifying hours, reporting or billing time not worked, reporting work completed by someone else and claiming you did the work, or demanding bribes or other payments.
      2. Client cannot engage in fraud related payments including by posting jobs with payment terms that are objectively unreasonable or disproportionate to the scope of services, demanding services without the intention of or actually providing payment in exchange for the services. 
   3. Fail to pay for services that have been performed in accordance with a Services Contract or refuse to perform services as specified in a Services Contract without good cause;
   4. Sell, trade, or give away your Account;
   5. Copy or incorporate any aspect of the Platform into other programs without VPM Solutions’s written and notarized consent;
   6. Download, scrape, remove, or utilize data, randomized or otherwise, including User Profiles, from Platform for any reason without VPM Solution’s prior written consent;
   7. Create derivative works from the Platform or to assign your right to, or license the Platform to any third party, or allow another individual to use your account to access the Platform; 
   8. Reverse engineer, decompile, disassemble, tamper with, or bypass any security measures used to protect the Platform or data collected by the Platform or otherwise owned by VPM Solutions;
   9. Interfere with our technology or tamper with our services, including but not limited to: bypassing security features, interfering or compromising our systems, server security, or transmissions, use a robot or spider, scraper, or similar mechanism without our permission, copy information you found on VPM Solutions, collect or use identifiable information, introduce malware or other viruses, access our services through any technology other than our interface, use our services to build a similar service, identify or poach users, or publish any performance/benchmark analysis relating to the site. 
   10. Harass, threaten, demean, or disparage any User of the Platform or any of VPM Solutions’s employees;
   11. Discriminate against any User in any manner that is prohibited by law, including on the basis of race, color, national origin, religion, sex (including pregnancy, childbirth, sexual orientation, gender), disability, age (40 and older), and genetic information;
   12. Post unacceptable content that is illegal, defamatory, violent, discriminatory, sexually explicit, in any way related to child exploitation, would infringe on another’s intellectual property rights, would violate our Terms of Service, plagiarized, or otherwise;
   13. Purchase or request fake reviews or acting in any way intended to deceive others;
   14. Knowingly make false or misleading statements about VPM Solutions or Users of the Platform;
   15. Violate the Non-Circumvention provisions of this Agreement.

1. 1. VPM Solutions is not liable, and you agree not to hold us responsible, for any damages or losses arising out of the Terms of Service, including your use or inability to use the Platform, delays or interruptions with the Platform, viruses or other malicious software obtained by accessing or linking to the Platform, glitches, bugs, or errors of any kind in the Platform, a suspension on your Account, your reliance on the accuracy of job postings, User Profiles, ratings, reviews, recommendations, or metrics found or made available on the Platform. 
   2. Additionally, in no event will VPM Solutions, our affiliates, our licensors, or our third-party service providers be liable for any special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. VPM Solutions’s liability for any claim arising out of or in connection with this Agreement will not exceed $1,000, including attorneys’ fees.

1. 1. Unless both you and VPM Solutions expressly agree in writing otherwise, either of us may terminate your User Profile and use of the Platform at any time, without explanation. In the event you terminate this Agreement, your right to use and access the Platform is automatically revoked and your Account will be closed. 
   2. You agree that VPM Solutions is not a party to Service Contract between Users. You thereby acknowledge that termination of this Agreement does not terminate or impact any Service Contract entered into between Users. If you or VPM Solutions terminate this Agreement with open Service Contracts, you agree that you instruct VPM Solutions to close open Service Contracts and you will continue to be obligated to pay any amount accrued but unpaid as of the date of termination. 
   3. Upon violation of Section 12, VPM Solutions may terminate your Account immediately, within its sole discretion.