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Have peace-of-mind with Sentry’s 24/7 support and operations to ensure your systems are available and running smoothly.Contact UsThis is important: This User Agreement ("Agreement") contains important information about your legal rights, remedies, and obligations, and is a legally binding agreement between you ("you" or "User " ) and Devz AI Technologies Inc. ( "DEVZ," "we," or "us" governing your use of Devz's Site. You understand that by using the Devz Site or Site Services (which generally means using in any way our work Platform Devz.ai or our applications), and by clicking accept when prompted on the Site, you agree to be bound by all agreements which constitute Devz's Terms of Service. You should read all of our terms carefully because you are promising not to break any agreements in the Terms of Service.
If you want to use our work Platform or any of our services (which we refer to altogether as Services), whether just by looking around or by registering an account, you must first read and agree to this Agreement (including the dispute resolution and arbitration provisions in Section 14). If you don't understand this Agreement or you don't agree to all of its terms and conditions, you may not use our Services. If you do not understand or agree to this Agreement, do not click to accept this Agreement, "Sign Up", "Create My Account", or similar, and do not visit Devz.ai, use our mobile applications, or otherwise use our Services. If you are using our Services on behalf of a business or legal entity, you may only do so if you have authority to agree to the Terms of Service on behalf of that business or legal entity.
To make these terms a little easier to understand, we capitalize certain terms and capitalizing them means they have a special meaning. Section 12 provides the definitions of some capitalized terms and others are defined throughout the Terms of Service (look for quotation marks and bold font).
How you can register for an Devz account and the different types of accounts that you can have.
You must register for an account to have full access to our Services, and your registration is subject to our approval.
You must register for an account with us ("Account") to access and use certain portions of our Services. Registered users of our Services are "Users", and unregistered users are "Site Visitors".
Your Account registration is subject to approval by Devz. We reserve the right to decline a registration either to join Devz or to add an Account of any type, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
You promise to use our Services for business purposes only. You also promise that you are eligible to enter into this Agreement, including because you are 18 years or older.
Devz offers the Services for your business purposes only and not for personal or consumer use. By registering for an Account or by using our Services, you represent that you: (a) are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business (such as a corporation, limited liability company, or other entity); (b) will use our Services for business purposes only; (c) will comply with any licensing, registration, or other requirements with respect to your business, or the business for which you are acting, and any offering or provision of Developer Services; and (d) are either a legal entity or an individual who is at least 18 years old (or the age of majority in your country if the age of majority is over 18), and that you can form legally binding contracts.
You must provide accurate personal information when you sign up and you must update your account if your personal information changes. We can suspend or terminate your account if the information you give us is false, outdated, or incomplete.
To register for an Account to use our Services, you must complete a User profile ("Profile"), which you consent to be shown to other Users and, unless you change your privacy settings, to be shown to the public. You agree to provide accurate and complete information on your Profile—and on all registration and other forms you access while using our Services or provide to us—and you agree to keep that information current. You agree not to provide any false or misleading information about your identity or location, your business, the beneficial owner(s) of your business, your skills, or the services your business provides, and you agree to correct any information that is or becomes false or misleading. We reserve the right to suspend or terminate the Account, or access to our Services, of anyone who provides false, inaccurate, or incomplete information in creating, marketing, or maintaining a Profile or an Account.
We offer three types of accounts ("Account Types"): Business, Corporate, and Developer. Never share your Account password with anyone. We offer several different Account Types.
We offer several different Account Types.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. More than one person can create an Account as an employee or agent on behalf of the same company.
You are responsible for all activity on your Account.
You may provide other Users permissions to act on your Account only as described in Section 1.3 and you agree not to request or allow another person to create an Account for you, your use, or your benefit, except that authorized employees or agents may create an Account on behalf of your business. By granting other Users permissions under your Account, including as a Team Member or Agency Member, you represent that: (a) the User is authorized to act on your behalf; and (b) you are fully responsible and liable for what the User does and does not do, including with respect to making payments and entering into Contracts and the Terms of Service. If any User granted permissions under your Account violates the Terms of Service, it may affect your ability to use our Services. When an Account is closed, Devz may close any related Accounts as well.
You will allow us to verify your identity, location, and business affiliations from time to time.
When you register for an Account and periodically thereafter, your Account will 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 Devz. You authorize Devz, directly or through third parties, to make any inquiries necessary to validate your identity, your location, and confirm your ownership of your business, 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 providing official government or legal documents, and cooperating with other reasonable requests we make to verify your identity. During verification some Account features may be temporarily limited but will be restored if verification is successfully completed.
You will keep your username and password secret and will not share them, and you will not use anyone else's username and password.
Each person who uses our Services must register for their own Account with a username and password. You are responsible for safeguarding and maintaining the confidentiality of your username and password, and agree not to share your username or password with anyone. You are responsible for safeguarding your username and password and for any use of our Services with your username and password. You agree to notify us immediately if you suspect or become aware of any unauthorized use of your Account or any unauthorized access to your password. You further agree not to use the Account or log in with the username and password of another User. See Section 1.5 Account Permissions for information on allowing another registered User to act on your behalf in your Account.
What we do and do not do when providing our Services and some of your responsibilities when using our Services.
The Devz Site is a technology Platform where Businesses and Developers can build Businesses' projects online. Subject to the Terms of Service, Devz provides the Services to Users, including hosting and maintaining the Devz Site, facilitating the formation of Contracts and project development, and assisting Users in resolving disputes which may arise in connection with those contracts. When a User enters a Contract, the User agrees to use the Services exclusively to invoice, receive, and pay any amounts owed under the Contract.
Developers are responsible for paying their own taxes, obtaining their own insurance, and ensuring they comply with applicable laws and regulations.
Developer acknowledges and agrees that Developer is solely responsible for: (a) all tax liability associated with payments received from Developer's Businesses and through Devz, and that Devz will not withhold any taxes from payments to Developer unless required to under applicable law; (b) obtaining any liability, health, workers' compensation, disability, unemployment, or other insurance needed or required by law, and that Developer is not covered by or eligible for any insurance from Devz; (c) determining and fulfilling Developer's obligations under applicable laws and regulations with respect to invoicing and reporting, collecting, or remitting any applicable taxes or charges; and (d) if outside of the United States, determining if Devz is required by applicable law to withhold any amount of the Developer Fees and notifying Devz of any such requirement and indemnifying Devz for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Devz, Developer agrees to promptly cooperate with Devz and provide copies of Developer's tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Developer is engaging in an independent business as represented to Devz.
Users publish and ask Devz to publish information and feedback on the Site. We are not responsible for that content, and your publication or use of it is at your own risk.
You acknowledge and agree that Users publish and request Devz to publish on their behalf information on the Site such as feedback, composite feedback, or geographical location. Such information is based on data that Developers or Businesses voluntarily submit to Devz and does not constitute an introduction, endorsement, or recommendation by Devz. You agree that Devz is not responsible for verifying such information and provides it solely for the convenience of Users, but providing false or misleading information violates this Agreement and may result in revocation of your access to use the Site Services.
You acknowledge and agree that User feedback benefits the platform and its Users, and you specifically request and agree that Devz may make available to other Users individual and composite feedback about Users, including you. You acknowledge and agree that any feedback results for you, including your Job Success Score and other User Content highlighted by Devz on the Site or otherwise ("Composite Information"), may include User comments, User ratings, indicators of User satisfaction, and other feedback left by other Users. Devz is not responsible for monitoring, influencing, contributing to or censoring these opinions. You agree to notify Devz of any error or inaccurate statement in your feedback results, including the Composite Information, and you agree that Devz may rely on the accuracy of such information if you do not. Devz provides its feedback system as a means for Users to share their working experiences with and opinions of other Users publicly, and you acknowledge and agree that posted composite or compiled feedback and any other Composite Information relates only to the business advertised in the Profile and not to any individual person. You agree not to use the Composite Information to make any employment, credit, credit valuation, underwriting, or other similar decision about any other User.
By using the Services, you may encounter content or information that might be inaccurate, incomplete, delayed, misleading, illegal, offensive or otherwise harmful. Devz generally does not review or monitor User Content. You agree that we are not responsible for User Content. We cannot always prevent the misuse of our Services, and you agree that we are not responsible for any such misuse. Devz reserves the right (but is under no obligation) to remove posted feedback or information that Devz determines violates the Terms of Service or negatively affects our Platform, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Devz.
This section describes the actions Devz can take if a Business does not pay fees on time. Devz is not responsible for a Business' non-payment of fees.
If Business is in "default", meaning the Business fails to pay the fees or any other amounts when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms of Service (signed by an authorized representative of Devz), Devz will be entitled to the remedies described in this Section 6.4 in addition to such other remedies that may be available under applicable law or in such written agreement. For the avoidance of doubt, Business will be deemed to be in default on the earliest occurrence of any of the following: (a) Business fails to pay the Developer Fees when due; (b) Business fails to pay a balance that is due or to bring, within a reasonable period of time but no more than 30 days after accrual of the charge, an account current after a credit or debit card is declined or expires; (c) Business fails to pay an invoice issued to the Business by Devz within the time period agreed or, if no period is agreed, within 30 days; (d) Business initiates a chargeback with a bank or other financial institution resulting in a charge made by Devz for Developer Fees or such other amount due being reversed to the Business; or (e) Business takes other actions or fails to take any action that results in a negative or past-due balance on the Business's account.
If Business is in default, we may, without notice, temporarily or permanently close Business's Account and revoke Business's access to the Services, including Business's authority to use the Site to process any additional payments, enter into Contracts, or obtain any additional Developer Services from other Users through the Site. However, Business will remain responsible for any amounts that accrue on any open Projects at the time a limitation is put on the Business's Account as a result of the default. Without limiting other available remedies, Business must pay Devz upon demand for any amounts owed, plus 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 of collection to the extent permitted by applicable law.
At our discretion and to the extent permitted by applicable law, Devz or its other Affiliates may, without notice, charge all or a portion of any amount that is owed to any Payment Method on file on the Business's Account; set off amounts due against other amounts received from Business or held by for Business by Devz or another Affiliate; 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.
Businesses agree that, once Devz charges their Payment Methods, the charge cannot be refunded except on a condition agreed by mutual consent. Businesses agree not to initiate any chargebacks from their credit card companies, banks, or the like.
Business acknowledges and agrees that Devz or its affiliates may charge or debit Business's designated Payment Method for the Developer Fees. Once Devz or its affiliates charges or debits the Business's designated Payment Method for the Developer Fees, the charge or debit is non-refundable, except as otherwise required by applicable law. Business also acknowledges and agrees that the Terms of Service provide a dispute resolution process as a way for Business to resolve disputes. To the extent permitted by applicable law, Business therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Developer Fees or other fees charged pursuant to the Terms of Service for any reason. A chargeback in breach of this obligation is a material breach of the Terms of Service. If Business initiates a chargeback in violation of this Agreement, Business agrees that Devz or its affiliates may dispute or appeal the chargeback, institute collection action against Business, close Business's account, and take such other action it deems appropriate.
Businesses agree to designate a Payment Method and authorize us to charge that Payment Method.
In order to use certain Site Services, Business must provide account information for at least one valid Payment Method.
Business hereby authorizes Devz to run credit card authorizations on all credit cards provided by Business, to store credit card and banking or other financial details as Business's method of payment consistent with our Privacy Policy, and to charge Business's credit card (or any other Payment Method) for the Developer Fees and any other amounts owed under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy, you acknowledge and agree that we may use certain third-party vendors and service providers to process payments and manage your Payment Method information.
By providing Payment Method information through the Site or by authorizing payments with the Payment Method, Business represents that: (a) Business is legally authorized to provide such information; (b) Business is legally authorized to make payments using the Payment Method(s); (c) if Business is an employee or agent of a company or person that owns the Payment Method, that Business is authorized by the company or person to use the Payment Method to make payments on Devz; and (d) such actions do not violate the terms and conditions applicable to Business's use of such Payment Method(s) or applicable law.
When Business authorizes a payment using a Payment Method via the Site, Business represents that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Business's Payment Method(s), Business is solely responsible for paying such amounts by other means.
Devz is not liable to any User if Devz does not complete a transaction as a result of any limit by applicable law or your financial institution, or if a financial institution fails to honor any credit or debit to or from an account associated with such Payment Method. Devz will make commercially reasonable efforts to work with any such affected Users to resolve such transactions in a manner consistent with this Agreement.
If your Payment Method uses a currency other than U.S. Dollars, we may show you foreign currency conversion rates for us to change your currency into U.S. Dollars. The rates we show you may be different than the rates that apply to us and may not be the best rate available to you
The Services operate in U.S. Dollars. If a User's Payment Method is denominated in a currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S. Dollars, the Site will display foreign currency conversion rates that Devz or our other Affiliates currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency conversion rates adjust regularly based on market conditions. Please note that the wholesale currency conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site. A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to make a payment in U.S. Dollars and Devz does not support the foreign currency or the User does not authorize the conversion of such payment at the foreign currency conversion rate displayed on the Site, Devz or one of our Affiliates will charge, debit, or credit the User's Payment Method in U.S. Dollars and the User's Payment Method provider will convert the payment at a foreign currency conversion rate selected by the User's Payment Method provider. The User's Payment Method provider may also charge fees directly to the Payment Method even when no currency conversion is involved. The User's authorization of a payment using a foreign currency conversion rate displayed on the Site is at the User's sole risk. Devz and our other Affiliates are not responsible for currency fluctuations that occur when billing or crediting a Payment Method denominated in a currency other than U.S. Dollars or for currency fluctuations that occur when receiving or sending payments to and from Devz.
You agree to exclusively use Devz to make payments for work that arises out of a relationship you made through Devz for two years from the date you first established the relationship.
You acknowledge and agree that a substantial portion of the compensation Devz receives for making the Site available to you is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to you is the relationships you make with other Users identified through the Services (the "Devz Relationship"). Devz only receives the Service Fee when a Business and a Developer pay and receive payment through the Site. Therefore, except as set out in Section 7.2, for 24 months from the start of an Devz Relationship (the "Non-Circumvention Period"), you agree to use the Site as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship and not to circumvent the Payment Methods offered on the Site unless you pay a fee to take the relationship off of the Site (the "Conversion Fee"). If you use the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User. If you, or the business you represent, did not identify and were not identified by another person through the Site, such as if you and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. By way of example only, you agree that during the Non-Circumvention period you will not:
You agree to notify Devz immediately if a person suggests making or receiving payments other than through the Site in violation of this Section 7 or if you receive unsolicited contact outside of the Site. If you are aware of a breach or potential breach of this non-circumvention agreement, please submit a confidential report to contact@devz.ai.
You acknowledge and agree that a violation of this Section 7.1 is a material breach of the Terms of Service, and may result in your Account being permanently suspended and charged the Conversion Fee (defined above). This Section still applies if you choose to cease using the Site, and you must pay the Conversion Fee for each other User you wish to continue working with after you cease using the Site.
Prior to entering into a Contract, you agree to communicate with other Users exclusively through Devz.
The provisions of this Section 3.2 apply to any interaction between Users and the Business.
For Users subject to this Section 3.2, Users agree to use the communication services available on the Site to communicate with other Users prior to entering into a Contract. You agree that prior to entering into a Contract, you (a) will use Devz as the sole manner to communicate with other Users; (b) will not provide your Means of Direct Contact (defined below) to any other User or another person that you identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Devz; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) will not include any Means of Direct Contact or means by which your contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site's communications services (including in each case in any attached file), except as otherwise provided on the Site.
For purposes of the Terms of Service, "Means of Direct Contact" means any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Skype, Slack, Wechat, or Facebook. Information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying you through social media.
You acknowledge and agree that a violation of this Section 7.2 is a material breach of the Terms of Service and your Account may be permanently suspended for such violations.
You agree to make and keep all required records.
You are solely responsible for creation, storage, and backup of your business records. You agree that Devz has no obligation to store, maintain or provide you a copy of any content or information that you provide, except to the extent required by applicable law.
Any liability we may have to you is limited.
Devz is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of Service, including, but not limited to: (i) your use of or your inability to use our Site or Site Services; (ii) delays or disruptions in our Site or Site Services; (iii) viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services; (iv) glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; (v) damage to your hardware device from the use of the Site or Site Services; (vi) the content, actions, or inactions of third parties' use of the Site or Site Services; (vii) a suspension or other action taken with respect to your Account; (viii) your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings, recommendations, and feedback (including their content, order, and display), Composite Information, or metrics found on, used on, or made available through the Site; and (ix) your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
Additionally, in no event will Devz, 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. The liability of Devz, our affiliates, our licensors, and our third-party service providers to any User for any claim arising out of or in connection with this Agreement or the other Terms of Service will not exceed the lesser of: (a) $2,500 or (b) any fees retained by Devz with respect to contracts on which User was involved as Business or Developer during the six-month period preceding the date of the claim.
These limitations will apply to any liability, arising from any cause of action whatsoever arising out of or in connection with this Agreement or the other Terms of Service, whether in contract, tort (including negligence), strict liability, or otherwise, even if Devz has been advised of the possibility of such costs or damages and even if the limited remedies provided herein fail of their essential purpose. Some states and jurisdictions do not allow for all of the foregoing exclusions and limitations, so to that extent, some or all of these limitations and exclusions may not apply to you.
You agree not to hold us responsible for any dispute you may have with another User.
In recognition of the fact that Devz is not a party to any contract between Users, you hereby release Devz and our other Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, employees and service providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity that exist as of the time you enter into this Agreement. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Developer Services provided to Business by a Developer and requests for refunds based upon disputes.
To the extent applicable, you hereby waive the protections of California Civil Code § 1542 (and any analogous law in any other applicable jurisdiction) which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
This release will not apply to a claim that Devz failed to meet our obligations under the Terms of Service.
If you do something using our Services that gets us sued or fined, you agree to cover our costs or losses as described below.
You will indemnify, defend, and hold harmless Devz our other Affiliates, and our respective directors, officers, employees, representatives, and agents (each an "Indemnified Party") for all Indemnified Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) your or your agents' use of the Services, including any payment obligations or default (described in Section 6.4 (Non-Payment or Default)) incurred through use of the Services; (b) any Work Product or User Content related to your use of the Services; (c) any Contract entered into by you or your agents, including, but not limited to, the classification of a Developer as an independent contractor, any employment-related claims; (d) your or your agents' failure to comply with the Terms of Service; (e) you or your agents' failure to comply with applicable law; (f) negligence, willful misconduct, or fraud by you or your agents; and (g) you or your agents' violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights. For purposes of this Section 12, your agents include any person who has apparent authority to access or use your account demonstrated by using your username and password.
"Indemnified Claim" means any and all claims, damages, liabilities, costs, losses, and expenses (including attorneys' fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
"Indemnified Liability" means any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys' fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
This section discusses when and how long this Agreement will last, when and how either you or Devz can end this Agreement, and what happens if either of us ends the Agreement.
You and Devz both have the right to end this Agreement, but certain rights and obligations will survive after this Agreement ends.
Unless both you and Devz expressly agree otherwise in writing, either of us may terminate this Agreement in our sole discretion at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided in this Agreement. You may provide written notice to contact@devz.ai. In the event you properly terminate this Agreement, your right to use the Services is automatically revoked, and your Account will be closed.
If you attempt to terminate this Agreement while having one or more open Projects, you agree that (a) you hereby instruct Devz to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site and your access to the Site has been terminated; (c) Devz will continue to perform those Services necessary to complete any open transaction between you and another User; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Contracts, whichever is later, to Devz for any Services or such other amounts owed under the Terms of Service.
Without limiting Devz's other rights or remedies, we may revoke or limit access to the Services, deny your registration, or revoke your access to the Site and refuse to provide any or all Services to you if: (i) you breach any terms and conditions of this Agreement or any portion of the Terms of Service; (ii) we have reasonable reason to believe that you have provided false or misleading information to us; (iii) we conclude that your actions may cause legal liability for you or others; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity; or (iv) we are required to by law, legal process, or law enforcement. If your Account is temporarily or permanently closed, you may not use the Site under the same Account or a different Account or re-register for a new Account without Devz's prior written consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim available funds in that Account and/or use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency of Users' Account status to all Users, including you and other Users who have entered into Contracts with you. You therefore agree that: if Devz decides to temporarily or permanently close your account, Devz has the right (but no obligation) where allowed by law to: (y) notify other users that have entered into Contracts with you of your closed account status, and (z) provide those users with a summary of the reasons for your account closure. You agree that Devz will have no liability arising from or relating to any notice that it may or may not provide to any user regarding closed account status or the reason(s) for the closure
Except as otherwise required by law, if your Account is closed, you will no longer have access to information or material you kept on the Site and any content stored in your Account may be deleted, for which Devz expressly disclaims liability. Devz may retain some or all of your Account information as permitted or required by law and the Privacy Policy.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or Devz from any obligations incurred prior to termination of this Agreement or other parts of the Terms of Service or that may accrue related to any act or omission prior to such termination.
Section 14 discusses your agreement with Devz and our agreement with you about how we will resolve any disputes between us, including that we will both first try to resolve any dispute informally and, if you are in the United States, that we both agree to use arbitration instead of going to court or using a jury if we can't resolve the dispute informally.
Please read the following paragraphs carefully because they require you and us to agree to resolve most all disputes between you and us through binding individual arbitration.
If a dispute arises between you and Devz or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, Devz, and our Affiliates agree to resolve any and all claims, disputes, or controversies that arise out of or relate to this Agreement, the other Terms of Service, your relationship with Devz (including without limitation any claimed employment with Devz or one of our Affiliates or successors), the termination of your relationship with Devz, or the Services (each a "Claim" and collectively, "Claims") through binding arbitration on an individual basis in accordance with this Section 14 (sometimes referred to as the "Arbitration Provision").
Claims that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203), Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act (Public Law 117-90), or by generally applicable law are excluded from the coverage of this Arbitration Provision.
By agreeing to arbitrate disputes under this Agreement, THE PARTIES ARE EXPRESSLY GIVING UP ANY AND ALL RIGHTS TO A JURY TRIAL OR COURT TRIAL BEFORE A JUDGE. The parties instead elect to have Claims resolved by arbitration. The arbitrator's decision shall be final and binding on the parties, subject to review on the grounds set forth in the Federal Arbitration Act ("FAA").
This Agreement, the Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions; provided, however, that any Claims made by any Developer located within the United States will be governed by the law of the state in which such Developer resided at the time the dispute arose.
However, notwithstanding the foregoing sentence, this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.).
Before serving a demand for arbitration of a Claim, you and Devz agree to first notify each other of the Claim. You agree to notify Devz of the Claim by email to contact@devz.ai, and Devz agrees to provide to you a notice at your email address on file (in each case, a "Notice"). You and Devz then will seek informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information, so that you or Devz, as applicable, may evaluate the Claim and attempt to informally resolve it. Both you and Devz will have 60 days from the date of the receipt of the Notice to informally resolve the other party's Claim and avoid the need for further action.
This Arbitration Provision applies to all Users located in or who reside in the United States and its territories.
In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, you, Devz, and our Affiliates agree to resolve the Claim by final and binding individual arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted at www.jamsadr.com.
This Arbitration Provision applies to any Claim (defined above) the parties may have, whether based on past, prevent, or future events, and includes all claims and disputes that arose between the parties before the effective date of this Agreement, and survives after your relationship with Devz ends. For the avoidance of doubt, Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of Service and the Devz Payroll Agreement. This Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before a forum other than arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided in this Agreement, arbitration will be conducted in Santa Clara County, California in accordance with the JAMS Comprehensive Arbitration Rules and Procedures' Optional Expedited Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards, and such arbitrations will be conducted in the same state and within 25 miles of where the User is located. Claims by Developers that allege employment or worker classification disputes will be conducted in the state and within 25 miles of where Developer is located in accordance with the JAMS Employment Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found at www.jamsadr.com or by searching online for "JAMS Comprehensive Arbitration Rules and Procedures," "JAMS Employment Arbitration Rules," or "JAMS Consumer Arbitration Minimum Standards." Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or video rather than in person.
You and Devz will follow the applicable JAMS rules with respect to filing or initial appearance and arbitration fees. The arbitrator shall follow applicable law and may award only those remedies that would have applied had the matter been heard in court. Judgment may be entered on the arbitrator's decision in any court having jurisdiction.
This Arbitration Provision does not apply to litigation between Devz and you that is or was already pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in Section 14.4.4 below. Notwithstanding any other provision of this Agreement, no amendment to this Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this Section 14 unless all parties to that arbitration consent in writing to that amendment.
This Arbitration Provision also does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits.
Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Devz will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims. The arbitrator shall have exclusive jurisdiction to decide all disputes arising out of or relating to the arbitrability of a Claim or the interpretation, enforcement, or application of this Arbitration Provision, including the enforceability, revocability, scope, breach, or validity of the Arbitration Provision or any portion of the Arbitration Provision, except as expressly provided below. All such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that, except as provided by the Class and Collective Waiver section below, the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part of the Terms of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable, except as set forth in Section 14.4.3 below.
Private attorney general representative actions under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, this Arbitration Provision affects your ability to participate in class or collective actions. Both you and Devz agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding ("Class Action Waiver"). Notwithstanding any other provision of this Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, validity, or breach of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the Class Action Waiver is unenforceable or that an arbitration can proceed on a class basis, then the arbitration provision herein shall be considered null and void in its entirety and the class or collective action to that extent must be litigated in a civil court of competent jurisdiction. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. You and Devz agree that you will not be retaliated against as a result of your filing or participating in a class or collective action in any forum. However, Devz may lawfully seek enforcement of this Arbitration Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class or collective actions or claims.
You may opt out of the Arbitration Provision contained in this Section 14 by notifying Devz in writing within 30 days of the date you first registered for the Site. To opt out, you must send a written notification to Devz at 325 Paradiso, Irvine, CA 92602 that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision. Alternatively, you may send this written notification to contact@devz.ai.
Opting out of this Arbitration Provision will not affect any other terms of this Agreement.
If you do not opt out as provided in this Section 9.4.4, continuing your relationship with Devz constitutes mutual acceptance of the terms of this Arbitration Provision by you and Devz. You have the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.
This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the full and complete agreement relating to the formal resolution of disputes covered by this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
Additional terms of the agreement between you and Devz, including that the Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your agreement not to access the Site from certain locations.
This Agreement, together with the other Terms of Service, is the only agreement between you and us regarding the Services and supersedes all prior agreements for the Services and supersedes any prior agreements between us for actions occurring after the effective date of this Agreement. The only exception to this is a Enterprise Agreement or similar agreement for premium services executed by a duly authorized representative of Devz ("Premium Agreement"), in which cases these Terms of Service are superseded to the extent stated in such Premium Agreement but otherwise survive; written email or letter communications or verbal agreements cannot constitute a Premium Agreement.
We may modify these terms and will provide you reasonable advance notice of substantial changes.
Subject to the conditions set forth herein, Devz may amend this Agreement and any of the other agreements that comprise the Terms of Service at any time by posting a revised version on the Site. Devz will provide reasonable advance notice of any amendment that includes a Substantial Change (defined below), by posting the updated Terms of Service on the Site and providing notice on the Site or by email. If the Substantial Change includes an increase to Fees charged by Devz, Devz will provide at least 30 days' advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in Fees, any temporary or promotional Fee change, or changes that do not constitute a Substantial Change. Any revisions to the Terms of Service will take effect on the noted effective date. No modification or amendment to the Terms of Service will be binding upon Devz unless they are agreed in a written instrument signed by a duly authorized representative of Devz or posted on the Site by Devz. Email will not constitute a written instrument as contemplated by this Section 10.2.
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of this User Agreement.
You may not transfer any rights you have under our Terms of Service unless we give you approval.
In order to assign the Terms of Service or your Account to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to 325 Paradiso, Irvine CA 92602 or via email to contact@devz.ai that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If Devz does not object via email within 5 business days of sending of an email or 7 business days of the mailing of a written notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. The foregoing does not apply to Enterprise Businesses.
No other assignments are valid without Devz's prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.
When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement.
The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties' reasonable control.
The English language version of the Terms of Service will be controlling in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States.
Devz makes no representations that the Site or Services are appropriate or available for use outside of the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable laws and regulations, both in the United States and abroad, including export and import regulations (e.g., the Export Administration Regulations maintained by the U.S. Department of Commerce and the sanctions programs maintained by the U.S. Department of the Treasury Office of Foreign Assets Control). You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software.
In order to access or use the Services, you must and hereby represent that neither you, any company you represent, nor any beneficial owner of you or your company are: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the above representations are no longer accurate, that you will immediately cease using the Services and your license to use the Services will be immediately revoked.
Devz and its Affiliates may need to provide you with certain communications, notices, agreements, statements or disclosures in writing regarding our Services. You consent to receive these records electronically from Devz and its Affiliates rather than in paper form.
Below we define capitalized terms that appear in this Agreement or other parts of the Terms of Service. Other capitalized terms are defined above, which you can tell because the term is put in quotation marks and bold font.
Capitalized terms not defined below or above have the meanings described in the Terms of Service.
