Terms of Service
Last Updated: February, 2023
TERMS OF SERVICE
This page describes the terms and conditions (these “Terms”) that govern your use of Remotual platforms, including remotual.com, mobile applications and other platforms owned, operated or managed by Remotual (our “Platforms”), and Remotual services, including our virtual assistant contract facilitation and marketplace services (our “Services”), offered by Malave Services, LLC, dba Remotual (“Remotual“, “us” or “we”).
PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY REMOTUAL PLATFORMS OR SERVICES, AS THESE TERMS AFFECT YOUR LEGAL RIGHTS.
IMPORTANT NOTICE - ARBITRATION AGREEMENT: BY AGREEING TO BE BOUND BY THE TERMS OF SERVICE, YOU AGREE THAT ALL DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING ARBITRATION.
If any of these terms and conditions of these Terms of Service, or any future changes, are unacceptable to you, you may (a) stop using or accessing the Platforms, and cancel your account, and/or (b) discontinue your use of the Services. Your continued use of the Platforms or Services now, or following the posting of updated Terms of Service, will indicate acceptance by you of such Terms of Service, changes, or modifications.
REGISTRATION AND SECURITY
You must be 18 years or older to use any of the Platforms or Services.
As part of the registration or account creation process, you will create login credentials by selecting a password and providing an e-mail address. You will also be requested to provide certain registration information, which must be accurate and updated.
Each registration is for a single user only. You are not allowed to share your registration login credentials or give your login credentials to anyone else. You are responsible for maintaining the confidentiality of your password. You are responsible for all usage or activity on your account, including use of the account by any third party authorized by you to use your login credentials.
We may cancel or suspend your access to the Platforms or Services for any or no reason.
You consent to receive notifications from us electronically to the e-mail address you provide to us. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
PURPOSE OF THE PLATFORMS AND SERVICES
We offer an introduction facilitation and virtual assistant marketplace: an online platform for you to find and connect with virtual assistants that meet your requirements. We offer a white glove service where we post jobs, screen applicants and shortlist candidates – so instead of giving 10-20 candidates we bubble up the top 2 or 3. We are not involved directly in the delivery of virtual assistant services and are not a party to any agreements you may make with virtual assistants. You are solely responsible for your agreements with virtual assistants, including vetting virtual assistants and performance under the agreements.
Remotual offers a platform that enables you to find virtual assistants, enter into service relationships and agreements, and make payments through our automated payment system. We neither perform nor employ individuals to perform virtual assistant services. You acknowledge and agree that Remotual does not supervise, direct, control, or monitor virtual assistants in the performance of any contractual obligations they may have under a services contract with you, and agree that: (a) Remotual is not responsible for ensuring the accuracy of any virtual assistant representations, or the quality, ability or competence of any virtual assistant, for which virtual assistants are solely responsible; (b) Remotual is not responsible for the offering, performance, or procurement of virtual assistant services, (c) Remotual does not make any representations about or guarantee any particular virtual assistant’s offered services, and (d) nothing will create an employment, agency, or joint venture relationship between Remotual and any virtual assistant offering services.
You further acknowledge and agree that you, and not Remotual, are solely responsible for (a) evaluating and determining the suitability of any virtual assistant; (b) assessing whether to enter into a services contract with a virtual assistant and for verifying any information about the virtual assistant; (c) deciding whether to enter into a services contract as well as the contract terms, and (d) negotiating, agreeing to, and executing any terms or conditions of the contracts and for performing and monitoring performance under them. All services contracts between you and any virtual assistants are directly between you and any virtual assistants and Remotual is not a party to those contracts.
YOU ACKNOWLEDGE, AGREE, REPRESENT AND WARRANT THAT IN NO EVENT WILL REMOTUAL BE LIABLE FOR THE ACTIONS OR INACTIONS OF ANY VIRTUAL ASSISTANT.
CONTRACTING WITH VIRTUAL ASSISTANTS
You and any applicable virtual assistants, not Remotual, are responsible for deciding whether to enter into agreements with each other and for determining what the terms of those agreements will be.
If you and a virtual assistant decide to enter into a service contract, the contract is a contractual relationship directly between you and the virtual assistant; Remotual is not responsible for and is not a party to any service contract and under no circumstances will any such contract create an employment or any service relationship between Remotual and any virtual assistant.
With respect to any service contract, you and virtual assistants may enter into any agreements that you deem appropriate (e.g., confidentiality agreements, invention assignment agreements, assignment of rights, etc.), provided that those agreements do not conflict with, narrow, or expand Remotual’s rights and obligations under these Terms.
You understand and agree that Remotual is not a party to any services contract, is not involved in or responsible for any work performed by virtual assistants, is not involved in or responsible for any payment made under a services contract, and has no control over any virtual assistant. Remotual does not have any power or authority to, and does not, determine any eligibility standards for any services contract, select or contract any virtual assistant to provide services to you, determine or control any term or condition of the applicable services contract(s), or cause any virtual assistant to accept any services contract or perform any virtual assistant services.
SERVICES CONTRACT
We may provide an exemplary and illustrative service contract for general educational purposes. You should seek legal advice from a licensing attorney for your particular needs.
Remotual may provide certain exemplary and illustrative legal contracts, including a services contract (the “Templates”), for general informational and educational purposes only. The provision of Templates is NOT to be considered as the rendering of legal or business advice, either generally or in connection with any specific issue or case. You are responsible for obtaining legal or business advice from your own lawyer or other professional and should not rely on any Template without seeking such advice.
You agree to use the Templates in compliance with all applicable laws, and, to the extent permitted by law, you agree to indemnify and hold Remotual harmless from and against any and all claims, damages, losses or obligations arising from your failure to comply.
TO THE EXTENT PERMITTED BY LAW THE TEMPLATES ARE PROVIDED AS-IS WITH NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. TO THE EXTENT PERMITTED BY LAW YOU ASSUME COMPLETE RESPONSIBILITY AND RISK FOR USE OF THE TEMPLATES.
To the extent permitted by law, Remotual expressly disclaims all liability, loss or risk incurred as a direct or indirect consequence of the use of the Templates. To the extent permitted by law, by using the Templates, you waive any rights or claims you may have against Remotual in connection therewith.
SERVICE PLANS
We offer monthly service plans for our Services as set forth on our website at www.remotual.com (our “Website”).
Please see our Website for details on the number of available hours, payment amounts, rollover rules and payment methods. All payments are charged to your Payment Method in advance of each applicable services period.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE CAREFULLY REVIEWED THE TERMS OF THE APPLICABLE SERVICE PLAN YOU HAVE SELECTED AND THAT SUCH TERMS ARE HEREBY INCORPORATED BY REFERENCE.
Service plans automatically renew for successive monthly periods unless and until canceled in accordance herewith.
PAYMENTS
You irrevocably authorize and instruct us to automatically charge the applicable fees for a service plan at the beginning of each recurring period using the applicable payment method. The payment method includes credit card, debit card, or ACH transfer.
If you elect to pay by credit card, you hereby authorize us or our third party processor(s) to charge or debit your payment method for all amounts due pursuant to these Terms. Your authorization will remain in full force and effect until you notify us that you wish to revoke your authorization by changing your profile. Once Remotual charges or debits your payment method, the charge or debit is non-refundable, except as required by applicable law. You acknowledge and agree that these provide a dispute resolution process as a way for you to resolve disputes. To the extent permitted by applicable law, you agree not to ask your credit card company, bank, or other payment method provider to charge back any fees charged pursuant to these Terms for any reason.
If you elect to pay via ACH transfers from your designated bank account, you hereby authorize us or our third party processor to electronically debit your designated bank account via ACH for all amounts due pursuant to these Terms, and you agree to comply with the ACH rules issued by the National Automated Clearing House (“NACHA”) and all applicable laws, including, but not limited to, the federal Bank Secrecy Act, the U.S.A. Patriot Act, and economic sanctions overseen by the Office of Foreign Assets Control (OFAC). Your authorization for ACH transfers will remain in full force and effect until you notify us that you wish to revoke your authorization by removing your bank account information from you profile or by contacting Customer Support. You understand that we require at least one (1) business day’s prior notice in order to cancel your authorization for ACH transfers.
Past due payments will accrue interest until paid at the lower of either (a) one and one half percent (1.5%) per month or (b) the highest rate permitted by law. If you fail to pay, Remotual may refer your owed amounts to a collection agency or attorney, and Remotual shall be entitled to recover all fees and costs so incurred in connection with collection.
Where applicable, we may also collect taxes (such as value added tax (VAT) where applicable) on fees and costs as applicable.
NON-REFUNDABLE ADVANCE DEPOSIT
There is an upfront, non-refundable advance deposit of $249, which will be charged to your payment method upon completion of your registration. This fee covers in part our initial investment costs setting your account up and beginning the facilitation process of finding possible virtual assistant candidates.
This advance will be applied to your weekly payments starting with the second week of your services. If you do not commence services or fail to pay for services, for clarity, Remotual will be entitled to retain such advance.
TERM AND TERMINATION
Our Services begin upon your payment of the advance deposit, and are provided on a weekly recurring basis. They will renew automatically until you cancel our services in accordance with these terms. You may cancel using our website, and cancellations are effective seven days from when given. Note that we may terminate at any time for any or no reason.
NON-CIRCUMVENTION; BUY-OUTS
All payments by you to virtual assistants are to be paid via our Platforms, and you shall not, and agree you will not, directly pay any virtual assistants.
You agree that during the Term and for two (2) years thereafter, you will not, directly or indirectly, recruit, solicit or hire any virtual assistants that you find using our Platform or engage via a services contract. If you breach the foregoing obligations, we are, in addition to any other remedies, entitled to liquidated damages from you of an amount equivalent to 250% of a virtual assistant’s annual rate of compensation. You specifically affirm that this amount is reasonable given the difficulties of proof of damages in this context, and it is intended to be a reasonable measure of the anticipated damages we would suffer as a result of a violation and not as a punitive measure.
Alternatively, you may elect to buy-out a virtual assistant by paying to Remotual a one-time conversion fee of fifteen thousand dollars ($15,000) or twice the virtual assistant’s annual rate of compensation, whichever is higher (the “Conversion Fee”). Such a buy-out will negate the liquidated damages found above. You agree that if Remotual determines that you have violated the paragraph above, Remotual may (a) charge your payment method the Conversion Fee (including interest) if permitted by law or send you an invoice for the Conversion Fee (including interest), which you agree to pay within thirty (30) days, (b) terminate this Agreement upon fourteen (14) day notice, and (c) charge you for all losses and costs (including any and all time of Remotual’s internal workforce) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.
INTELLECTUAL PROPERTY
Using our services doesn’t mean you can use any of our trademarks or other intellectual property, like copyrights and patents. We keep all of our rights to our intellectual property.
You shall have no rights to the proprietary software and related documentation, or any enhancements or modifications thereto, provided to you in order to access the Services (the “Software’). You may not sublicense, assign or transfer any licenses granted by us, and any attempt at such sublicense, assignment or transfer shall be null and void. You may not copy, distribute, modify, reverse engineer, or create derivative works from the Software.
We grant you a worldwide, non-exclusive, personal and non-assignable license to access and use the Software in accordance with the Terms. You will not use the Software in a manner exceeding the scope of this license.
Our logos and names are our trademarks and registered in certain jurisdictions. Any other product or company names, logos or similar marks and symbols you see on Upwork may be trademarked by our partners or other users like you.
FEEDBACK
We’d love to hear your thoughts on improving Remotual.
You can send us comments and suggestions about our services and ways to improve them. If you do, you’re agreeing your ideas are free and unsolicited, and you don’t expect or ask anything in return, unless we’ve specifically asked you for your ideas and offered something in return (we like to keep our word).
You agree we’re free to use, change and share the idea as we like, without being obligated to to give you anything for it. And if you do send us an idea, you also agree that this doesn’t affect our right to use similar or related ideas – including those we already have or get from others.
REPRESENTATIONS & WARRANTIES; DISCLAIMERS; INDEMNIFICATION
We rely on certain guarantees by you that you meet the age requirement, if you’re an individual, and that you will be responsible for payments.
We built our reputation on providing useful Services and we’re continuously improving our services to meet your needs. However, for legal purposes, we offer our Services without warranties. The law requires that we explain this using specific legal language and that we use capital letters to help make sure you see.
Both the law and these Terms try to strike a balance as to what you or Remotual can claim from the other in case of problems. That’s why the law allows us to limit certain liabilities — but not others — under these terms.
You represent, warrant and covenant that (a) you are at least eighteen years old; (b) your payment method is valid, you are legally authorized to make payments using the payment method, and there are sufficient funds or credit available to pay any and all amounts due hereunder; and (c) you shall be wholly responsible for any and all damages resulting from your engagement of any virtual assistant services in connection herewith.
You hereby indemnify, defend and hold harmless Remotual and its officers, directors, owners, agents, information providers, affiliates, licensors and licensees (collectively, the “Indemnified Parties”) from and against any and all liability and costs, including, without limitation, reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any claim arising out of: (a) any breach by you or any user of your account of these Terms or the foregoing representations, warranties and covenants; or (b) your gross negligence or willful misconduct. You shall cooperate as fully as reasonably required in the defense of any such claim. Remotual reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.
Remotual does not represent or endorse the accuracy or reliability of any statement, representation, or other information displayed, uploaded, or distributed through the Services by virtual assistant. Remotual will not be liable to you or any other person as a result of your interactions with virtual assistants. You acknowledge that any reliance upon any such opinion, advice, statement, memorandum, or information shall be at your sole risk. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, THE SERVICES AND ALL SOFTWARE ARE DISTRIBUTED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. REMOTUAL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS, AND INACCURACIES IN THE CONTENT OR OTHER MATERIAL MADE AVAILABLE THROUGH THE SERVICES. YOU SHOULD NOT RELY ON THE CONTENT AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL LEGAL, FINANCIAL, OR TAX ADVICE. YOU HEREBY ACKNOWLEDGE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK.
IN NO EVENT WILL REMOTUAL AND ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUPPLIERS, AND LICENSORS (“REMOTUAL PARTIES”) BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PERSON AS A RESULT OF YOUR ACCESS OR USE OF THE SERVICES FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS, LOST REVENUES, OR LOST GOODWILL. THESE LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF ANY OF THE REMOTUAL PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE REMOTUAL PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.
WE EXPRESSLY DISCLAIM ANY LIABILITY FOR LOSS OR DAMAGE SUSTAINED BY YOU AS A RESULT OF USING OUR SERVICES.
GOVERNING LAW; ARBITRATION
These Terms and all related documents for all purposes shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply.
If you are an entity residing in or located for jurisdictional purposes in the U.S.:
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Chicago, Illinois, before one arbitrator. The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
If you are an entity residing in or located for jurisdictional purposes outside of the U.S.:
Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, will be referred to and finally determined by arbitration in accordance with the JAMS International Arbitration Rules. The Tribunal will consist of one arbitrator. The place of arbitration will be Chicago, Illinois. The language to be used in the arbitral proceedings will be English. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Miscellaneous
This Agreement represents the entire agreement and understanding between the parties. This Agreement shall supersede any and all other agreements, verbal or otherwise, between the parties concerning this subject matter. No amendments or modifications shall be binding upon either party unless made in writing and signed by us and you.
Our failure to enforce any provision of these Terms of Service or to respond to a breach by you or other parties shall not in any way constitute a waiver of our right to enforce subsequently any terms or conditions of these Terms or to act with respect to similar breaches.
If a provision of these Terms of Service is held invalid or unenforceable for any reason, that provision will be deemed severable and shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the intention of the parties. The validity and enforceability of any remaining provisions will not be affected and such provisions shall remain in full force and effect.