Terms of Use

Introduction

Dear user, welcome to Revelo. Please read this entire term of use (“Term of Use”) carefully. This Terms of Use governs your use of the Revelo Platform and provides information about the services that Revelo offers. Before using the Revelo Platform, make sure you understand all the conditions set out therein, as well as our Revelo Privacy and Data Use Policy, which is an integral part of this Terms of Use, available ON HERE.

WHEN YOU CREATE AN ACCOUNT OR USE THE REVELO PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE FULLY AND WITHOUT RESERVATION TO ALL THE TERMS AND CONDITIONS PROVIDED FOR IN THIS DOCUMENT.

You also represent that you are over eighteen (18) years of age on the date you accept this Term of Use; minors under 18 (eighteen) years of age cannot use the Revelo Platform. You also declare to be able to enter into employment contracts, services and/or any other legal nature. In the event that you accept this Terms of Use on behalf of a legal entity, you represent and warrant that you have the power to represent such legal entity to execute this Terms of Use.

TERMS OF USE OF REVELO

After creating their account on the Revelo Platform, the individual user, as identified and qualified in their registration form, and/or the legal entity user and their legal representatives (collectively referred to as "User"), resolves, in this act, to join without any restrictions or reservations to this Term of Use, which regulates its relationship with Contractado Tecnologia Ltda., headquartered at Avenida Paulista, 2537, 10th floor, Municipality of São Paulo, State of São Paulo, registered with the CNPJ/MF under no. 12.609.001/0001-17, owner of the Revelo Platform, as well as with its affiliates (thus understood as controlled, controlling companies or companies under common control, directly or indirectly), related parties, owners, representatives, licensees, licensors and assignees ("Revelo ”).

  1. OBJECT

    1. Object. The purpose of this Terms of Use is to regulate the terms and conditions for using the Revelo online platform that will govern the access and use of Revelo by Users.
  2. ABOUT REVELO

    1. Reveal for Candidate Users  
      Revelo offers an online platform (“Platform”), available through a website and an application, which allows individual users who have registered with Revelo and have been approved in the Selection Process described below (“Candidate”) to connect, through Online Interview Rounds, to Companies that offer Candidates the opportunity to be contacted, interviewed and eventually hired by such Companies as their employees, service providers and/or other types of legal relationship, always with transparency regarding their position and remuneration offered, which are detailed in each interview invitation made by the Companies (“Invitation”). After receiving Invitations, Candidates can choose which interviews they have been invited to participate in. Candidates are not required to accept any proposal that may be offered to them by any Company.1. Selective process. After completing their registration, Candidates must take tests and/or complete other stages, depending on the areas of their intended careers, to verify if they are able to participate in the online interview rounds with the Companies (“Selection Process”). If their performance in such tests and/or stages is satisfactory, Candidates agree that their profiles, including all of their personal data contained in such profiles, will be made available to all Companies. Candidates agree that the results of such tests and/or steps may not be disclosed to them, and therefore agree not to have access to information relating to such tests and/or steps.
    2. Reveal for Business Users.
      Revelo allows employers (legal entities or not) and companies that have registered on the Platform ("Company") to connect to Candidates that suit their needs, through Invitations for interviews carried out during the Rounds to verify that such Candidates are able to be hired as its employees, service providers and/or to occupy other positions in its structures. The Invitations presented by the Companies are not binding and do not entail any obligation to them, including that of carrying out any contract.
    3. Revelo's role limitations.
      The use of the Platform by Companies and Candidates does not create any obligations between the Parties. Revelo only provides the Platform (website and/or application) whose functionalities allow Users to connect, conduct interviews and, eventually, sign employment, service and/or other contracts. Revelo does not manage Companies and/or Candidates for any purpose. Contracts, agreements and/or promises made between Users do not bind Revelo, and do not bind it in any way, and Revelo is not responsible for the fulfillment of any of these contracts, agreements and/or promises. Revelo does not investigate the Users' background.
    4. Contents.
      Revelo may allow Users to publish and post their personal and registration data, resumes, professional backgrounds, texts, skills descriptions, projects, photos, identification documents, proof of qualifications, offers, brands, image rights and other information relevant for the dissemination of their profiles and proposals ("Content"), which is done under the sole responsibility of the Users, in accordance with this Terms of Use. Revelo does not provide any advertised goods, services, offers and/or opportunities by its Users, acting as a mere approximation between Users, and does not guarantee the quality or effective delivery of offers, payment of salaries, remuneration, rights and/or quality of services contracted between Users.
  3. REGISTRATION

    • Registration.
      In order to use the functionalities made available by Revelo, the User must provide specific information about themselves and/or the natural or legal person they represent. Such information will be requested by Revelo, among other ways, in specific fields of Revelo registration forms. For more information on the use of your personal data, including registration data, please refer to Revelo's Privacy Policy and Use of Data on here.
    • Login and password.
      When registering, the User must choose an email and a password, the use of which will give him access to the Platform's functionalities (“Login”). The User can, at any time, change his password by modifying the existing registration. It is the User's obligation to choose a strong and secure password and keep it confidential. The User may not register an email address that is similar to the name Revelo or that, in any way, insinuates that the employment and/or contract offers will be offered by Revelo. The User will also be able to access the Platform's functionalities using a Login made through other platforms, such as Github, LinkedIn, Facebook or Twitter.
    • Registration information.
      The User represents and warrants that it has provided and will always provide accurate, up-to-date, complete and true information regarding itself. The User declares to be aware that the use or suspicion of using false, outdated, invalid, incorrect or third-party data may, at Revelo's discretion, lead to the termination of the term of this Terms of Use with the consequent impediment of the use of the Platform by the User, without prejudice to the User's civil and criminal liability, as well as the payment of indemnity for losses and damages eventually suffered by Revelo.
    • Update of registration information.
      The User hereby undertakes to keep all registration information about him/her updated.
    • User's Responsibility.
      Considering that the personal and registration data relating to the User and Content made available by the User on the Platform are provided by the User to Revelo spontaneously and through a confidential Login and password, Revelo is not responsible for the veracity, updating, accuracy, authenticity and legality of the information provided to them by the User, nor for the activities that occur in the User's account. Consequently, the User acknowledges and accepts that he is fully responsible for any acts, facts and/or consequences arising from information provided on the Platform that is not up-to- date, true, accurate, authentic and/or legal.
    • User Representations and Warranties.
      The User represents and warrants that: (i) he has no impediment (neither legal nor in fact) to register and use the Platform, with no contract or bond of any nature with third parties that may prevent him from adhering to this Term of Use, as well as accepting offers of employment and/or the provision of services made by another User; (ii) you will not create accounts using false identity or on behalf of third parties; (iii) you will not have more than one account on the Platform; (iv) will not attempt to create a new account on the Platform if your previous account has been previously blocked or canceled by Revelo; (v) you have all rights to the Content you post and/or the necessary third-party authorizations to do so; (vi) that the Content you post does not infringe the rights of third parties; (vii) your Content, especially your image, name and brands may be displayed on the Platform, whereby the User waives, in a concrete and specific manner, for the purposes of their relationship with Revelo, any rights they may have in this regard; (viii) will comply with all legislation relating to negotiations and contracts entered into with other Users; and that (ix) will not consider Revelo as a party or responsible for any negotiation, agreement or contract that it may establish or sign with other Users (x) who have read Revelo's Privacy and Data Use Policy and understood how their data personal information will be handled by Revelo. (viii) will comply with all legislation relating to negotiations and contracts entered into with other Users; and that (ix) will not consider Revelo as a party or responsible for any negotiation, agreement or contract that it may establish or sign with other Users (x) who have read Revelo's Privacy and Data Use Policy and understood how their data personal information will be handled by Revelo. (viii) will comply with all legislation relating to negotiations and contracts entered into with other Users; and that (ix) will not consider Revelo as a party or responsible for any negotiation, agreement or contract that it may establish or sign with other Users (x) who have read Revelo's Privacy and Data Use Policy and understood how their data personal information will be handled by Revelo
    • Candidate Capacity.
      Except for the hypotheses provided for in this Term of Use, the individual Users must be in full enjoyment of their civil capacity. Therefore, by confirming their adherence to this Terms of Use, the User also declares to be fully capable.
    • Company Representation.
      Users who are legal entities, in turn, may register on the Platform as long as they are duly represented under the terms of current legislation, as well as its constitutive acts.
    • Company Specific Information.
      Revelo may request specific information from the Company that intends to start an account, such as data relating to the Company and the profile of the professionals it is looking for, including through telephone interviews.
  4. REGISTRATION LOCK/SUSPENSION AND CANCELLATION

    • Blocking or suspension of registration.
      The User acknowledges and accepts that in the event that (i) Revelo finds or suspects the existence of incorrect, untrue, outdated or inaccurate registration information, (ii) the User does not provide information and/or documents that may be required by Revelo, of ( iii) verification of availability of illicit Content or contrary to public policy, or of any misleading Content, Revelo may, at its sole and discretionary discretion, block or suspend the User's registration for an indefinite period. Due to the blocking or suspension of registration, the User will be prevented from accessing and using the Platform's functionalities. The blocking, suspension or cancellation will not grant the User any right or expectation of right,
    • Registration cancellation.
      Without prejudice to the imposition of sanctions provided for by law and the payment of compensation for damages suffered by Revelo, the User acknowledges and accepts that Revelo may, at its sole and discretionary discretion, unilaterally cancel the registration and exclude the User who , at any time, practice any of the following conducts: (i) fail to comply with any provisions set forth in this Terms of Use and in the relevant legislation; (ii) fail to comply with any of its obligations to Revelo, to other Revelo Users, as well as any other obligations related to Revelo or third parties (including companies that also use or have already used the Platform); (iii) make a new registration during the blocking period or after the cancellation of your original registration; (iv) use the Platform in any way to publish Content that is inappropriate, illegal, contrary to public order or misleading; (v) the User receives complaints and/or (vi) acts fraudulently, inelegantly and/or in breach of any legal and/or moral duty
  5. GENERAL CONDITIONS OF USE.

    • General conditions.
      The User represents and warrants to be aware and expressly agree that:

      • the Platform is subject to adjustments, alterations and updates aimed at remedying eventual operational failures and inaccuracies, improving its reliability,integrity and quality, as well as improving, renewing and adapting its functionalities;
      • by accepting this Term of Use, the User authorizes that their personal and registration data, Content made available on the Platform by the User, as well as information regarding the use of the Platform by the User, be used by Revelo, under the terms described in the Privacy Policy and Use of Data made available on here;
      • by accepting this Terms of Use, the User authorizes Revelo to send him e- mails, direct mail, advertising, as well as any other types of disclosure of Revelo and all other companies in the Revelo group;
      • the data, information, social plug-ins, brands, copyrights, source code and any other content related to the Platform are owned by Revelo and that the use of the Platform does not imply the acquisition of any rights by the User over these goods;
      • other users and third parties may include Content and information on the Platform, which may be considered inappropriate or offensive by the User and that Revelo is not obliged to analyze and verify such Content in advance;
      • Revelo may host the Platform, including any personal and/or registration data, access records and Content included by Users or third parties on the Platform, on any server and in any location;
      • Revelo may make certain spaces available on the Platform for third-party advertisements and related activities. Revelo has no relationship, nor does it offer any guarantee to the User regarding any aspect of the products and services offered in these advertisements;
      • Revelo, at its discretion, may use a geolocation tool developed and operated by third parties. Revelo is not responsible for any lack of quality, accuracy or completeness of maps, addresses and other information related to this tool, so Revelo does not recommend its use as a navigation tool. It is worth clarifying that, by accepting this Terms of Use, the User agrees with the use of geolocation tools, allowing their implementation and use by Revelo;
      • Revelo may customize resources, functionality, content and third-party advertisements, based on personal data, registration forms, Content entered by Users and geolocation tools, in order to improve and improve the Users' experience;
      • Revelo may collect information about its use by the User through any technologies, including, but not limited to, cookies and/or similar technologies. The use of these tools is described in our Revelo Privacy and Data Use Policy.
  6. ROUNDS

    • Definition of Round.
      "Round" is a functionality of the Platform that consists of enabling the Candidate's profiles to become visible to Companies through the Platform for periods of 8 (eight) weeks. The Candidate may choose not to be visible on the platform by not participating in the Round. During each Round, Companies are allowed to view the profiles of some Candidates participating in that Round, being able to communicate with them and even invite Candidates whose profiles interest them to participate in interviews. Also during the chosen Round, the Candidate will be able to see which Companies are interested in interviewing him and decide which interviews he will participate. After the interviews, the Candidate can resume contact with any Company that has made an Invitation.
    • Rounds and Invitations are not binding.
      The Rounds and Invitations for interviews are not binding and do not create any obligation between the Companies and the Candidates, nor between Revelo and the Users, whether they are Companies or Candidates.
    • Users' Liability.
      Users are solely responsible for their conduct during the Rounds and interviews, as well as for their results. Revelo is in no way responsible for the conduct of Users before, during or after the Rounds.
    • Obligation not to bypass the Platform.
      After the Companies and Candidates have had contact through the Platform, as well as during the Rounds and interviews, Users undertake not to try to bypass the Platform in order to independently communicate or contract with any other User, either a Company or a Candidate with whom he has had contact through the Platform. However, during the hiring process, the Company and the Candidate may use other means of communication.
  7. USER'S OBLIGATIONS AND RESPONSIBILITIES.

    • User Responsibilities.
      The User is solely responsible for (i) any and all manifestations, opinions and/or testimonials emanating from him; (ii) all Content inserted, posted, and/or edited by him on the Platform; (iii) all your interaction and communication with other Users; (iv) your use of the Platform, as well as any use of the Platform that is made from your account; and for (v) the results of your use of the Platform and your interaction with other Users.
    • Prohibited pipelines.
      Without prejudice or limitation to the other obligations and restrictions provided for in this Terms of Use and in the relevant legislation, the User undertakes not to practice any of the following conducts:
      1. imply or state that you are affiliated with or endorsed by Revelo without our express consent;
      2. promote or engage in any “framing”, “mirroring” or otherwise simulate the appearance or function of the Platform;
      3. post incorrect information on the profile, create a false identity on the Platform, create a User profile for another person, impersonate any other natural and/or legal person, use fictitious names and/or lie about your relationship with any natural person and/or legal;
      4. use or attempt to use another person's account;
      5. distribute, reproduce, modify, sell, rent or otherwise exploit or monetize the Platform, its data, information, source code, brands, intellectual property, copyright and/or any other Content conveyed by and/or on the Platform;
      6. carry out any modifications, alterations, adaptations, derivative works or translations of the Platform;
      7. decipher, decompile, decode, disassemble, decrypt, reverse engineer, or attempt to deduce any part of the source code, underlying idea or algorithms related to the Platform;
      8. investigate or test the vulnerability of any system or network related to the Platform;
      9. interfere with the normal functioning of the Platform, nor compromise the integrity of its system and/or security;
      10. neutralize, violate or circumvent any security and/or authentication measures by Revelo to restrict or prevent access to tools, accounts, systems and networks related to Revelo;
      11. cause damage, interfere with or disturb other Users and/or hosting or network servers;
      12. corrupt, damage, limit or interfere with the proper and normal function of software, hardware, tools or equipment related to Revelo;
      13. post content that contains software viruses, worms or any other harmful code;
      14. access, tamper with or use non-public areas of the Platform or any shared areas to which the User is not authorized to access;
      15. access the Platform through any technology or means other than those expressly authorized, access through virtual private networks or proxy is expressly prohibited;
      16. use the Revelo database to search email lists or any other information not publicly disclosed on the Platform;
      17. obtain, store, disclose, market and/or use personal data about other Users and/or third parties without authorization;
      18. use software, devices, scripts, robots or any other means or processes (including spiders, robots, crawlers, viruses, worms, browser add-ons and/or any other technologies) to scrape, scan or otherwise capture data available on the Platform;
      19. obtain unauthorized access to systems, information, passwords, or other data of Revelo and/or any Users or third parties;
      20. disclose any information that the User is not authorized to disclose;
      21. harass, harass, intimidate or harm another User;
      22. violate any requirements, procedures, policies or regulations of networks connected to Revelo;
      23. send spam or carry out phishing;
      24. destroy, manipulate, remove, disable, deindex and/or decaching any part of the Platform, including from third party websites, such as requesting its removal from search engines;
      25. Violate the intellectual property rights of Revelo or third parties, including copyrights, patents, trademarks, trade secrets or other protected rights; fail to inform Revelo if it identifies failures in the platform or becomes aware of inappropriate procedures, even if performed by third parties.
      26. Intimidate or harm another User;
    • Content Restrictions - no tolerance for objectionable or inappropriate Content.
      Without prejudice or limitation to the other obligations and restrictions provided for in this Terms of Use, the User undertakes not to make available on the Platform files or Content that may be objectionable or inappropriate (in any format) that: 1. contain any data and/or private information of third parties, such as name, address, telephone and photograph, without proper authorization;2. are in disagreement with the law or that violate the rights of third parties; 3. may: (a) violate morals and good customs; (b) incite violence; (c) be considered discriminatory for any reason, including but not limited to race, sex, sexual orientation, beliefs or religion; (d) allow access to illegal and/or illegal content; and (e) violate the honour, intimacy and private life of third parties;4. violate or otherwise disrespect (a) industrial property rights, (b) copyright and related rights and/or (c) image or voice sound rights owned by third parties;5. contain viruses, malware, or other electronic elements that may (a) cause damage to Revelo, Users and/or third parties or (b) prevent the normal use of the tools made available by Revelo;6. whether false, misleading or inaccurate; e7. constitute unauthorized or unsolicited advertising, promotional material, or junk mail (ie spam). to Users and/or third parties or (b) prevent the normal use of the tools made available by Revelo;6. whether false, misleading or inaccurate; e7. constitute unauthorized or unsolicited advertising, promotional material, or junk mail (ie spam). to Users and/or third parties or (b) prevent the normal use of the tools made available by Revelo;6. whether false, misleading or inaccurate; e7. constitute unauthorized or unsolicited advertising, promotional material, or junk mail (ie spam).
    • Information.
      The User acknowledges and accepts that it is their obligation to analyze all information to which they have access through Revelo, and cannot claim ignorance of any of their obligations, duties and/or implications arising from the use of the contents and tools made available on the Platform. By inserting, posting and editing any Content on the Platform, the User expressly declares to have all rights, licenses and authorizations that may be necessary for the inclusion of such Content, including, but not limited to copyright and image rights related to such Contents.
    • Responsibility.
      The User is aware and expressly agrees that he is fully responsible for any breach of the obligations assigned to him or attributed to him by this Term of Use, by any other contract entered into with Revelo and/or by the legislation in force, including, but not limited to :1. for any damage arising from any distribution, modification, sale, rental or any form of economic exploitation of the Platform by the User, as well as Revelo's data, information, source code or any other content belonging to Revelo;2. for any damage caused by the User to other Users, to Revelo or third parties, arising from the Content created or included on the Platform;3. for any damage arising from the creation of registration on the Platform by providing false, inaccurate information, outdated or incomplete by the User;4. for any damage arising from the dissemination or installation of viruses or any other code, file or software by the User on the Platform, including, but not limited to cases where there is interruption, destruction, improper access, limitation or interference in the operation or security of the Revelo and/or the information, data and equipment of Revelo, its Users or third parties, or for any other unlawful purpose; e5. for any damage resulting from the practice, by the User, of any act contrary to this Terms of Use, to Revelo's Privacy and Data Use Policy or to the legislation in force. but not limited to cases in which there is interruption, destruction, improper access, limitation or interference in the operation or security of Revelo and/or the information, data and equipment of Revelo, its Users or third parties, or even for any other unlawful purpose; e5. for any damage resulting from the practice, by the User, of any act contrary to this Terms of Use, to Revelo's Privacy and Data Use Policy or to the legislation in force. but not limited to cases in which there is interruption, destruction, improper access, limitation or interference in the operation or security of Revelo and/or the information, data and equipment of Revelo, its Users or third parties, or even for any other unlawful purpose; e5. for any damage resulting from the practice, by the User, of any act contrary to this Terms of Use, to Revelo's Privacy and Data Use Policy or to the legislation in force.
    • Availability and Monitoring of Content.
      This Terms of Use does not create any obligation for Revelo to make any content or information available through the Platform, nor to monitor the Content made available by Users, even in the event that they are considered offensive or cause any type of damage. Revelo may, however, use mechanisms to detect and remove questionable or inappropriate Content on the Platform.
    • Violation.
      Criminal Clause. Without prejudice to the provisions of Clause 4 BLOCKING / SUSPENSION AND CANCELLATION OF REGISTRATION, the non- compensatory fine of BRL 50,000.00 (fifty thousand reais) is stipulated for the User who violates any clause of this Term, especially but not limited to conduct described in items 7.2 and 7.3 of this Clause OBLIGATIONS AND RESPONSIBILITIES OF THE USER, without prejudice to the determination of losses and damages demonstrably caused to Revelo.
    • Duty to comply with current legislation.
      Users are responsible for complying with current legislation.
  8. REVELO'S RESPONSIBILITIES

    • Content posted by the User and third parties.
      The User acknowledges and accepts that Revelo is not responsible for Content posted by the User and/or third parties.
    • Absence of responsibility by Revelo.
      The User acknowledges and accepts that Revelo is not responsible:1. for any lack of quality, reliability, integrity, legality, or any other aspect of the Content posted by other Users, especially Invitations and proposals made by other Users on the Platform;2. for negotiations, contracts, performance of work and/or provision of services, payments and/or any other interactions carried out through the Platform and/or by any other means of communication, even if the negotiations have started through the Platform;3 . by checking, analyzing, monitoring, editing and/or filtering the Content, in the event that they are considered illegal, offensive or cause any type of loss or damage; 4. for any improper access, suspicious activity on the User's account, or even for any consequences and damages arising from the User's failure to maintain the confidentiality of the password and/or the lack or delay in communicating to Revelo regarding any improper access or unauthorized use of their password by third parties; 5. for any damage suffered by the User as a result of acts performed by other Users, even if it is within the scope of the Platform;6. for any claim, lawsuit or arbitration alleging injury or damage resulting from the use of the Platform;7. for any acts or facts arising from force majeure or acts of God, including, but not limited to, those cases in which the fulfillment of obligations set forth herein becomes impracticable as a direct or indirect consequence of fire, storm, law, regulation, civil authority or military, strikes, insurrection or revolt, war, or any other cause that is unavoidable or beyond the reasonable control of Revelo; e8. for any damage suffered by the User as a result of the unilateral removal of any Content that the User has inserted on the Platform, the blocking and/or cancellation of their registration, as well as the preservation or provision of information about them, including those relating to their identification , location and access records to the Platform and other applications, if they are accessed through the Platform, by Revelo, in compliance with court orders; e9. for any modification, suspension, interruption or discontinuation of the Platform. blocking and/or canceling your registration, as well as preserving or providing information about you, including that relating to your identification, location and records of access to the Platform and other applications, if they are accessed through the Platform, by Revelo, in compliance with court orders; e9. for any modification, suspension, interruption or discontinuation of the Platform. blocking and/or canceling your registration, as well as preserving or providing information about you, including that relating to your identification, location and records of access to the Platform and other applications, if they are accessed through the Platform, by Revelo, in compliance with court orders; e9. for any modification, suspension, interruption or discontinuation of the Platform.
    • Reservation of rights.
      Notwithstanding the provisions of this Terms of Use, Revelo reserves the right to remove any Content at any time and for any reason, without any prior or subsequent notice. Likewise, Revelo reserves the right to take any appropriate action, without prior or subsequent notice, to avoid violations or comply with any legal provisions.
    • Indemnity.
      Because Revelo does not appear as a party in the interviews, negotiations and/or contracts that may take place between Users, the responsibility for all obligations arising therefrom, whether tax, labor, consumer, civil, administrative, environmental or any other nature, will be exclusively of the Company, the Candidate, or both, as the case may be, without prejudice to the provisions of this Terms of Use. arbitration due to a transaction carried out between Users through the Platform, the User who is responsible for the payment of procedural costs shall bear all the costs arising from such inclusion, including expenses with fees, fees, agreements, attorney's fees among others. As it does not appear as part of the transactions that take place between Users, Revelo also cannot oblige Users to honor their obligations or to carry out any contract.
    • Liability for User and third-party acts.
      The User acknowledges and accepts that Revelo is also not responsible for any damages and/or losses that may arise from non-compliance with this Terms of Use and the relevant legislation by Users, with the infringing User being exclusively responsible for their acts.
    • system failures.
      The User acknowledges and accepts that, in accordance with the current state of the art in terms of information technology and data transmission, the Platform is not free from failures or interruptions in operation, and it is not possible for Revelo to prevent their occurrence. For this reason, the User acknowledges and accepts that Revelo will not be liable to the User for any damage, loss, expense and/or cost that may be caused by failures, delays, interruptions or problems of any nature in the transmission or processing of data , files, emails or any other information that may be introduced or transited through the Platform.
    • Dissemination of other projects and/or content.
      The User acknowledges and accepts that Revelo may eventually disclose on its pages other projects and/or content, including advertisements and/or third-party websites. Nevertheless, the User declares to be aware that the placement of such content on the Platform does not imply or imply any kind of responsibility on the part of Revelo. Furthermore, the User agrees that the disclosure on the Platform of links to third- party websites does not imply or presuppose any type of partnership, subordination, coordination, supervision, complicity or solidarity between Revelo and such third parties.
    • Continuity.
      Revelo will use its commercially reasonable efforts to ensure that the Platform operates continuously. However, maintenance may be done to try to avoid errors, interruptions, failures, security breaches, cyber attacks or website and/or system unavailability. Such maintenance may, eventually, imply the interruption of the Platform's operation, without this setting any kind of responsibility for Revelo.
    • Suspension, interruption or discontinuity.
      Unless expressly provided otherwise, Revelo may suspend, interrupt or discontinue the Platform at any time, as it sees fit, without this setting any type of responsibility for Revelo.
    • Absence of guarantees.
      Revelo does not provide Users with any guarantee that (i) Revelo will meet their specific needs; (ii) the Content accessed is accurate or reliable; (iii) any errors on the Platform are corrected within certain deadlines; and that (iv) Users enter into any type of contracts with other Users and/or that achieve their goals through Revelo. The Platform is offered to Users as is. As a result, the User agrees to exempt Revelo from any and all liability for any losses and damages it may suffer.
    • Backup.
      Revelo will use commercially reasonable efforts to provide backup and to ensure the security of the data, information and Content entered by the User during his use of the Platform, preventing the loss of such data, information and Content.
  9. AWARDS FOR CANDIDATES

    • Candidates.
      Candidates can use the Platform for free.
    • Notification of Reveal by Candidates in case of hiring.
      Candidates who are hired by Companies with which they have connected through the Platform undertake to immediately notify Revelo of such hiring, of whatever nature, specifying the date of commencement of work or provision of services, main terms of the contract, compensation amount and other benefits agreed during the first year of the contract.
    • Notification of Reveal by Applicants in case of non-start or termination of the contract in less than 90 (ninety) days.
      Candidates who have been hired by Companies with which they have connected through the Platform undertake to immediately notify Revelo if the Company or the Candidate choose not to start the work or provision of services before the originally scheduled start date, or their contracts are terminated or terminated by either party, with or without just cause or reason, within a period of less than 90 (ninety) days.
    • Possible Award for Candidates.
      Revelo will have the option (but not the obligation) to pay a premium to Candidates who are hired by the Companies through the Platform and who continue to work or provide their services for more than 90 (ninety) days after the start of work or provision of services, and such award may vary depending on the time, geographic region and specific career for which the Candidate is hired (“Award”). Without prejudice to the right to pay the Premium, it is clarified that the Premium will not be paid if (i) the employment contract or provision of services is terminated within a period equal to or less than 90 (ninety) days after the date of its commencement, whatever the reason for termination, or whoever took the initiative to terminate the contract; thus, the Prize will not be due even if the termination has occurred unreasonably, on the sole initiative of the Company, without any interference or non-compliance by the Candidate or User and/or (ii) the Company or the Candidate choose not to start the work or provision of services before the originally scheduled start date and/or (iii) 6 (six) months have elapsed since the beginning of the work and/or the provision of services by the Candidate at the Company that hired him.1. Premium Value. Currently, the value of the Award may vary as follows: • BRL 2,000.00 (two thousand reais) if the Candidate's average monthly remuneration calculated on the first 6 (six) months of work is equal to or greater than BRL 20,000, 00 (twenty thousand reais) gross; • 10% (ten percent) of the average monthly remuneration of the Candidate, calculated over the first 6 months of work, if such average is less than BRL 20,000.00 (twenty thousand reais);2. Time of payment of the Award for Candidates: The Award provided for in this clause will be paid within 120 (one hundred and twenty) days after the beginning of the work and/or provision of the Candidate's services at the Company that hired him.
  10. PRICE AND SUBSCRIPTIONS FOR COMPANIES

    • Price for Companies.
      Companies that hire Candidates with whom they have had contact through the Platform for a period of up to 12 (twelve) months after the first viewing of their profile on the Platform must pay Revelo a certain amount for each contract made, consistent with the "Price". The Company's obligation to pay any amounts relating to the Price continues even after the termination of this Terms of Use.1. Price. Currently, the Price for each hiring corresponds to the value of the average monthly gross remuneration of the hired Candidate, calculated on the first 6 (six) months of work, plus withholding contributions (CRF).2. Prepaid Price. Companies may pay the Price in advance, with commercial conditions to be negotiated with Revelo (“Prepaid Price”).3. Hiring of Health Professionals. During the coronavirus pandemic or for the period determined by Revelo, at its sole discretion, the Companies may hire health professionals to work against the coronavirus, through the Platform, without the incidence of the Price for Companies. The revocation of such provision may take place at any time, without the need for prior notice.
    • Situations in which Revelo may no longer demand the Price.
      Revelo, in its sole and discretionary discretion, may not require the Price if the Company demonstrates that the Candidate selection process by such Company started before the Company's view of the said Candidate's profile on the Platform and that such selection process be an Active Process. “Active Process” is the ongoing recruitment process, in which the decision to reject or place a Candidate on hold has not been made within 3 (three) months prior to the Company's use of the Platform. 1. Examples of situations in which Revelo may no longer demand the Price: (i) if the Candidate had already started the interview process with the Company and such process had not yet been closed when the Company found the Candidate through the Platform; or yet,
    • Fine for trying to bypass the Platform.
      Companies that bypass the Platform to hire Candidates with whom they have had contact for the first time through the Platform, within 12 (twelve) months from the date on which they performed the first viewing of the profiles of such Candidates, must pay Revelo one punitive and non-compensatory fine in the amount of 25% (twenty-five percent) of the Candidate's total compensation for the first year, and Revelo may, at its sole and discretionary discretion, close the account of such Company.
    • Subscriptions for Companies.
      Revelo may, at the Company's request, offer the possibility of contracting subscription plans (“Subscriptions”). Companies that contract Subscriptions (“Subscriber Companies”) must pay amounts monthly or in advance, which will be previously agreed in specific Subscription contracts. All the features of the Platform will be available to Subscriber Companies during the period that the Subscription lasts. Subscriber Companies will not be subject to the payment of the Price
    • Notification of Reveal by Subscriber Companies in case of contracting.
      Subscriber Companies that hire Candidates with whom they have connected through the Platform undertake to immediately notify Revelo of such hiring, of whatever nature, specifying the date of commencement of work or provision of services, main terms of the contract, remuneration amount and other benefits agreed during the first year of the contract.
    • Payment.
      Companies undertake to pay the Price and Subscriptions upon presentation of an invoice or invoice, the amount of which will include the additional tax to be withheld (CRF), and bank slip. The due date of the slips will be the start date of the contracted Candidate's contract, with a 10% (ten percent) fine in case of delay, late payment interest of 1% per month and monetary correction calculated by the IGP-M /FGV. The Company agrees that no further authorization or consent is required for such charge, and this Terms of Use is sufficient to authorize such charge. The Company also undertakes to promptly notify Revelo of any change in its billing address for the payment in question.
    • Change of amounts or billing methods.
      Revelo reserves the right to charge for the use of features that are currently free, as well as the rights to modify, increase, reduce, limit and/or eliminate the values, policies and charging methods in force at any time, or carry out promotions and other forms of momentary change in the values practiced, and Users will be notified in advance of any change.
    • Replacements.
      Revelo will have the option of restoring credits to the Company in an amount identical to the Price that has already been paid, in the following cases: (i) if the Company terminates the contract of an Applicant who started his contract less than 90 (ninety) days ago due to unsatisfactory performance; (ii) if the Applicant terminates the contract within a period of less than 90 (ninety) days from the date of its beginning; or if (iii) the Applicant does not initiate his contract of employment or provision of services because he or the Company has chosen not to initiate such contract (each of the foregoing hypotheses being considered a “Closing Event”). Credits may be offered to the Company upon written notice to Revelo within 30 (thirty) of the occurrence of the Closing Event. No refunds will be due to Companies.
  11. TRADEMARKS, COPYRIGHT AND INDUSTRIAL PROPERTY OWNED BY REVELO.

    • Trademarks, copyrights and industrial property.
      The User acknowledges and accepts that this Terms of Use and the use of the Platform do not confer any rights on Revelo's trademarks, copyrights and/or industrial property rights, as well as on any materials and content of any nature that concern and /or are related to Revelo. Furthermore, the User acknowledges and accepts that he is prohibited from making use or allowing third parties to make use of such materials, contents and any trademarks, copyrights and/or industrial property rights owned by Revelo or any third party that has licensed such rights to Revelo without the prior and express authorization of the respective holder. Consequently, the User declares to be aware that the misuse and the total or partial reproduction of said contents and tools are prohibited.
    • No assignment of rights.
      The User understands and accepts that in cases where the contents and tools made available within the scope of Revelo are free to access and use, such permission may not be understood as an assignment or assignment of rights, but only as authorization for the precarious use of such Content and tools.

The present version of this Term of Use was last updated on September 23th, 2021.

Terms of Service

These Terms of Service (“Terms of Service”) govern your use of all Revelo Talent Corp (“Company” or “Revelo”) software, platform, technology and/or services, as well as contain the fundamental terms and conditions by means of which Revelo renders its services. By accepting these Terms of Service, and/or by using Revelo’s software, platform, technology and/or services, you agree to the Terms of Service.

You represent that you are entering into this agreement on behalf of the entity identified upon registration (“Client”) and that you have the capacity and authority to act on behalf of Client and bind Client to this agreement.

Revelo reserves the right to periodically modify these Terms of Service upon written notice to Client, and such modification shall automatically become effective thirty (30) days after such modification. In case you do not agree with a given modification to these Terms of Service, you shall notify Revelo within thirty (30) days as of receipt by Client of the notice of the relevant modification. In the event Client provides such written notice, your agreement will continue to be governed by the version of the Terms of Service prior to the relevant modification or, if Revelo chooses so, immediately terminates the Agreement.

Upon your acceptance of these Terms of Service as described above, Client automatically enters into a Services Agreement with Revelo (“Agreement”), which shall be binding to Client as per the terms below. In case such Agreement conflicts with the terms and conditions set forth in the Master Services Agreement (“MSA”) occasionally entered into by Client and Revelo, the terms and conditions of the MSA shall prevail.

WHEREAS:

(A) Revelo is a technology company that, through its platform and search engine, renders services of sourcing, matching and introducing experts to the Client and allowing the management of the ongoing engagement of such experts by the Client (“Experts”), in accordance with its clients’ needs and requests;

(B) Client desires to engage Revelo to perform the Services for Client; and

(C) Once Client decides to retain the services of a chosen Expert, services will be provided by Expert in accordance with the applicable Statement of Work (“SOW”),

THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1 Definitions. For the purposes of these Terms of Service, the terms and expressions in quotes listed below, when beginning with capital letters, whether in plural or singular, masculine or feminine form, shall have the following meanings:

Client” means Revelo’s clients, on behalf of which you accept these Terms of Service.

Company” means Revelo Talent Corp.

Confidential Information” has the meaning ascribed to in Section 5.1.1.

Contract” means the individual services agreement to be entered into by Client with each one of the chosen Experts, once Client decides to engage a chosen Expert, by means of which such Expert referred to Client by Revelo shall be hired, directly or indirectly, for any position, as a consultant or independent contractor.

Documents” has the meaning ascribed to in Section 2.1.

Experts” means specialized technology experts, personnel and service providers.

Fees” means the fees set forth in the applicable SOW.

Losses” has the meaning ascribed to in Section 9.1.

Master Services Agreement” or “MSA” means the master services agreement that occasionally may be entered into between Client and Revelo in order to further specify terms and conditions that shall govern the legal relationship between Client and Revelo, which shall be in addition and complementary to these Terms of Service.

Party” means, individually and indistinctly, Revelo and the Client, and “Parties” means Revelo and the Client together.

Services” has the meaning ascribed to in Section 2.1.

SOW” means each Statement of Work which will be signed between the Client and Revelo for each engaged Expert to provide Services to Client under this Terms of Service.

Terms of Service” means this Terms of Service.

2. SERVICES

2.1 Services. Revelo will: (a) search, source and introduce Experts to the Client, using commercially reasonable efforts; and (b) where applicable, allow the management of the ongoing engagement by the Client of some Experts as further described in these Terms of Service and the applicable SOW (“Services”). Experts presented by Revelo to Client, whether verbally or in writing, shall be classed as an Expert, and therefore subject to the terms and conditions of these Terms of Service, regardless of the term such Expert remains hired, engaged, or otherwise contracted by Client in connection with Revelo’s services. In addition to this Agreement, Client and Revelo may enter into a Master Services Agreement to further detail the relationship between Client and Revelo; which jointly with the SOW and the Contract are together herein referred to as the “Documents”.

2.1.1 Once Client decides to engage a chosen Expert, such Expert referred to Client by Revelo shall be engaged to perform services, as a consultant or independent contractor, by Client, its affiliates, parents or subsidiaries, by means of individual services agreement to be entered into with each one of the chosen Experts (“Contract”), as described in one or more SOW. 

2.1.2 The Parties acknowledge and agree that the Services will be rendered on a non-exclusive basis.

2.1.3 Revelo shall be responsible for the quality and high standards of the candidates’ recruiting process assuring the accuracy of information provided to Client regarding the candidates and conducting background checks, as it deems necessary, to verify candidates’ information or to obtain such other information, as it may deem relevant. 

2.1.4 Notwithstanding the above, Client, at its sole discretion, may conduct its own further lawful background checks, at any time, regarding the candidates, and Revelo shall provide reasonable assistance to Client on such lawful background checks. During the recruiting process, Client may reject any candidate, at its sole discretion.

2.1.5 As part of the Services, Revelo shall be responsible for administrative tasks in connection with the Contract, including the facilitation of the Client’s payments to the Experts and/or any taxes to authorities, if applicable.

2.1.6 Client understands and agrees that Revelo shall not: (i) make decisions regarding engagement, termination or changes in the compensation of the Experts; (ii) control or direct the Expert in any way regarding scope, schedules, deliverables and/or other expected results from the Expert work; nor (iii) be responsible for the performance of any Expert, as the Experts work depends in significant part on Client's information, assistance, specifications and requirements. As a result, Revelo expressly does not warrant or guarantee the quantity of the deliverables and/or the Experts' behavior while performing the work and Revelo is not liable for any claim, loss, or liability as a result of an Expert's acts or omissions.

3. REVELO FEES

3.1 Client will pay Revelo the fees set forth in the applicable SOW (“Fees”), which shall describe the compensation to which the Expert is entitled and any other costs and/or benefits, if applicable.

4. EXPERTS FEES

4.1. Client will pay each relevant Expert the fees set forth in the relevant SOW (“Experts Fee”), which shall be inclusive of any taxes and contributions arising from the rendering of the Services and/or the Expert’s services.

4.2. Revelo or one of its payment providers will be responsible for carrying out the payment of the Experts Fee to the relevant Experts on behalf and as instructed by the Client, therefore acting in the capacity of agent of the Client. The payment of the Experts Fee will be set forth in each individual SOW.

5. CONFIDENTIALITY, INTELLECTUAL PROPERTY AND DATA PROTECTION

5.1. Each Party may be given access to the Confidential Information, as defined below, of the other Party in order to perform its obligations under this Terms of Service and the Documents.

5.1.1. A “Confidential Information” is any and all non-public information of whatever nature disclosed directly or indirectly by a Party to the other Party, including (without any limitation whatsoever) any information relating to its business affairs, customers, suppliers, products and services, technical information and data, financial information, marketing information, analyses, documents, data, formulae, processes, designs, know-how, source code, object code, trade secrets and intellectual property rights which information is designated in writing to be confidential or proprietary, or which information would, under the circumstances, appear to a reasonable person to be confidential or proprietary.

5.2. A Party’s Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving Party;

(b) was in the other Party’s lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;

(d) is independently developed by the receiving Party, which independent development can be shown by written evidence; or

(e) is required to be disclosed by any laws, by any court of competent jurisdiction or by any regulatory or administrative body, provided that the receiving Party, where legally permissible, notifies the disclosing Party and cooperates with such Party to limit the disclosure to what is legally necessary.

5.3. Each Party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than for the purposes envisaged or permitted by this Terms of Service, save that in the case of Revelo, the Client agrees that limited and pre-agreed Confidential Information can be disclosed to Experts.

5.4. Each Party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Terms of Service (and each Party shall be responsible for any such breach by their employees or agents).

5.5. The Contract shall establish that any and all modifications to intellectual property of Client or its customers as well as the development of new intellectual property arising from the services to be provided by each Expert will be the exclusive property of the Client, without any additional payment of fee due by the Client. Additionally, the Parties acknowledge that each deliverable by the Experts shall be considered as a ‘work made for hire’ to the extent allowed by, and as defined under, applicable law. Revelo agrees to execute, and to cause all Experts to execute, such agreements as Client may require to accomplish and/or formalize the foregoing ownership.

5.6. Revelo guarantees that it adopts all reasonable measures of a technical, administrative and organizational nature and compatible with the nature of its activities and the Services in order to protect the confidentiality, integrity, availability of its software, systems and assets of information technology, Confidential Information (including those of Client’s property occasionally used by Revelo in the performance of the Services) and of all personal data occasionally subject to treatment (including collection, production, reception, classification, use, access, reproduction, transmission, distribution, processing, archiving, filing, storage, deletion, evaluation or information control) of any information that, directly or indirectly, identify or may identify a natural person, related to candidates, Experts, clients or employees of the Client, or third parties, in accordance with the principles and main guidelines of the General Data Protection Regulation (GDPR) and other applicable data protection laws. Revelo will provide Client with reasonable assistance in its compliance with applicable data protection laws with respect to personal data shared with Revelo as part of the Services. 

6. NO EXCLUSIVITY

6.1. Revelo’s Services, including but not limited to as such are described under the terms of these Terms of Service and of the Documents, are not and shall not be deemed to be exclusive to Client. Revelo is and shall remain free to render similar services to other entities (even if competing entities), and to engage in all such activities as Revelo deems appropriate, provided that in doing so Revelo does not breach any covenants or obligations expressly set forth in these Terms of Service.

6.2. Revelo shall not have any duty or obligation to disclose to Client any confidential or proprietary information that Revelo may acquire about the business, operations or activities of any other person or entity, even if such information could be deemed material and relevant information to the Client.

6.3. Revelo recognizes that the Client may engage other consultants to perform similar services, and these Terms of Service and the Documents shall not prevent the Client from using such consultants.

7. NON-SOLICIT AND RECRUITMENT FEE

   7.1. The Client acknowledges that Revelo invests significant resources with the Services. A recruitment fee will be due to Revelo, if the Client, directly or indirectly, encourages or solicits to hire, or otherwise hires or engages for services (excluding the Contract entered under this Agreement), encourages or otherwise induces to terminate a relationship with Revelo, any Expert who is introduced to the Client by Revelo (“Recruitment Fee” and to “Solicit”).

        7.1.1. The Recruitment Fee shall be equivalent to 18 (eighteen) months of Revelo Fees agreed upon at the SOW, discounted of the total Revelo Fees paid by the Client related to the corresponding SOW, with a minimum of USD 10,000 (ten thousand American Dollars). If the Expert introduced to the Client is directly hired or engaged for services before the execution of a SOW, the Recruitment Fee shall equal 18 (eighteen) months of the standard Revelo Fees. This Recruitment Fee shall be due within 15 (fifteen) days as from a notice from Revelo to Client informing on the breach of this non-Solicit obligation. 

        7.1.2. In case Client desires to directly hire, contract or engage an Expert in a manner that its relationship with such an Expert no longer requires Revelo’s Services as per this Agreement, Client shall deliver to Revelo a detailed notice in this regard, requesting termination of the relevant Contract, if applicable, and the correspondent SOW, which termination shall have immediate effect.

8. LIMITATION OF LIABILITY

    8.1. Client acknowledges that, provided that Revelo has satisfied its obligations under these Terms of Service and the Documents, Revelo is not responsible or liable for results obtained from the work with/of the Experts, and for conclusions drawn from such work. Revelo shall have no liability for: (i) any damage (whether compensatory, incidental, consequential, nominal, liquidated or punitive) caused by errors or omissions in any information, instructions, widgets, or scripts provided to Revelo by Client in connection with the Services, or any actions taken by Revelo, and (ii) any failure of Client to observe and perform its obligations under these Terms of Service.

    8.2. Neither Party shall be liable to the other Party for any loss or damage which may be suffered by the other Party (or any person claiming through or under the other Party) whether the same are suffered directly or indirectly and whether the same arise in contract, tort (including negligence) or otherwise, which falls within the following categories:

(a) loss of profits or turnover;

(b) loss of anticipated savings;

(c) loss of business opportunity;

(d) loss of goodwill; or

(e) loss or corruption of data or information;

(f) damage to reputation; or

(g) any kind of incidental, consequential, nominal, liquidated or punitive damages.

    8.3. Each Party’s liability for direct damages to the other shall be limited to compensatory damages of an amount equal to the amount of the Fees that have been paid to Revelo by Client in the 12 months immediately preceding the events giving rise to the claim or, during the first Terms of Service/Master Services Agreement year, the amount of Fees anticipated to be spent under executed SOWs in respect of the first Terms of Service/Master Services Agreement year. 

    8.4. The limitations of liability set out in this Section 7 do not apply to either Party’s gross negligence, willful misconduct, breaches of confidentiality or security. 

9. INDEMNIFICATION

9.1. Revelo shall indemnify and hold the Client and its directors, officers, affiliates, employees, personnel and agents harmless against any and all compensatory losses, damages, penalties, settlements, costs and expenses (including reasonable attorneys’ fees) (collectively, “Losses”), and shall defend Client in any suit, claim, or proceeding, brought by any third party or governmental agency, arising from: (a) Revelo’s breach of any provision of these Terms of Service or any applicable Document; (b) Revelo’s violation of any applicable law or regulation; (c) a claim from an Expert that it has not been paid for the Expert services, provided that Client has paid Revelo the Fees set out in the applicable SOW; (d) Revelo’s gross negligence or willful misconduct; or (e) a finding that Revelo or any Expert is an employee, dependent contractor or agent of Client, including any alleged failure to pay, deduct or remit any amounts owing in respect of these Terms of Service including, without limitation, HST, income taxes, employer health taxes, workers’ compensation payments, employment insurance contributions, Canada Pension Plan contributions and any other taxes, amounts or expenses.

9.2. Client shall indemnify and hold Revelo and its directors, officers, affiliates, employees, personnel and agents harmless against any and Losses, and shall defend Revelo in any suit, claim, or proceeding, brought by any third party or governmental agency, arising from: (a) its gross negligence or willful misconduct; or (b) its failure to pay undisputed Fees resulting in a claim form the applicable Expert for payment for Expert services rendered.

9.3. The indemnifying Party must provide to the indemnified Party prompt notice of the assertion of any claim and permit the indemnified Party to assume the full control of the defense and/or settlement thereof. Notwithstanding the foregoing, the indemnifying Party shall not enter into a settlement that would affect any rights of the indemnified Party without the indemnified Party’s prior written consent.

10. REPRESENTATIVE

10.1. Client hereby appoints Revelo as its representative for signing each Contract that the Client expressly decides to sign with the chosen Experts, under the exact same conditions as outlined in each corresponding SOW signed by the Client, including for any consents or the exercise of any rights under or in connection with each Contract. Any amendment to the Contract, or its termination, must be formally approved in writing by the Client, which may be carried out in digital or electronic format, including through Revelo’s Platform.

11. TERM

11.1. These Terms of Service shall remain in effect until the relationship between the Parties is terminated or the Parties agree otherwise.

11.2. This Agreement may be terminated by either Party upon thirty (30) days written notice to the other Party, except that any Expert on assignment shall remain on assignment at the sole discretion of Client. 

11.3. The termination of this Agreement or any SOW shall not affect any rights and/or obligations of the Parties which arose prior to any such termination, including, without limitation, indemnification obligations, limitations of liability and other obligations which, by their nature, shall extend beyond the termination of this Agreement. 

12. MISCELLANIOUS 

12.1. Relationship. Revelo (its partners, officers, agents and employees) recognizes that: (i) is not and shall not be considered as an employee of the Client and/or affiliates, partner or representative for any effective (except for the purposes set forth in Section 10) and (ii) shall not be entitled to any labor rights during the Term. The execution of this Agreement does not entail the constitution of a partnership, joint venture or association between the Parties, nor a distributor agreement, employment or any other relationship between Revelo and the Client, at any heading for any purpose whatsoever.

12.2. Assignment and Successors. Parties may assign any or all of their rights and duties under this Agreement to any of its affiliates at any time without the consent of the other Party. The Parties agree that this Agreement shall be binding upon the Parties and their successors and shall insure to their benefit, that the Agreement is enforceable by the Parties and their successors.

12.3. Waiver. The Parties lawfully recognize that, except as otherwise provided herein: (i) the singular or partial performance, the nonperformance, the concession of a term, forbearance, or delay in connection with any right available to it hereunder and/or by law, shall neither operate as an amendment or waiver of such rights, nor shall it jeopardize the exercise thereof; (ii) the waiver of any such rights shall not be valid unless granted in writing; and (iii) the waiver of any right shall be construed restrictively and shall not be deemed as waiver of any other right conferred hereby to any of the Parties.

12.4. Severability. If for any reason, one of or more provisions herein are deemed or become invalid, illegal, null or non-enforceable in any aspect, or if a court of competent jurisdiction finds any provision of this Agreement to be illegal, invalid or unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. In this case, the Parties shall negotiate in good faith the replacement of the illegal, invalid, or unenforceable provision. Each of the provisions contained in this Agreement is distinct and severable and a declaration of invalidity, illegality, or unenforceability of any such provision by a court of competent jurisdiction shall not affect any other provision thereof.

13. GOVERNING LAW AND DISPUTE RESOLUTION

13.1. This Terms of Service is governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions. The settlement of any disputes or conflicts that may arise in connection with this Terms of Services must be submitted to the exclusive jurisdiction of the courts of the State of New York. 

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