Last updated: 5/8/21

The Web site and Services are provided by WSH GROUP, LLC, Delaware limited liability company with a principal place of business located at 8 The Green, Suite #8692, Dover, Delaware 19901.

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS (SEE SECTION 8.2) THAT GOVERN HOW CLAIMS YOU AND TUTCRA HAVE AGAINST EACH OTHER CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST TUTCRA TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING.

SECTION I: DEFINITIONS, AGREEMENT TO BE BOUND, GENERAL PROVISIONS

1.1 Definitions.

References to the “App” mean the Tutcra and tutcra sellers mobile software applications sold on the iTunes and Google Play stores.

References to a “Buyer” mean any person or entity who accepts a Seller’s offer of sale of a Good and promises to pay therefor.

References to “Dispute” mean any claim, conflict, controversy, disagreement between the Parties arising out of, orrelated in any way to, these Terms (or any Terms, supplement or amendment contemplated by these Terms,) including,without limitation, any action in tort, contract or otherwise, at equity or at law, or any alleged breach, including,without limitation, any matter with respect to the meaning, effect, validity, performance, termination, interpretation orenforcement of these Terms or any Terms contemplated by the Terms.

References to a “Good” mean such goods sold by a Seller via the Services.

References to “Material Breach” mean any breach of these Terms upon the occurrence of which a reasonable person inthe position of the non-breaching Party would wish to immediately terminate these Terms because of that breach.

References to a “Seller” mean a seller of Goods via the Services.

References to the “Services” mean, collectively, the unique and creative goods marketplace services provided by us via the Web site and the App, including both our Marketplace Platform and Gift Maker Platform.

References to the “Terms” and/or “Agreement,” mean this, these Seller Terms of Service as set forth herein.

References to “us,” “we,” “our,” and/or “Tutcra,” mean WSH GROUP, LLC.

References to the “Web site” mean the Web site bearing the URL www.tutcra.com.

References to “you,” and/or “User” mean the User of the Web site and/or the Services, whether as a Seller or a Buyer.

1.2.      Agreement to be Bound.

The following Seller Terms of Service, together with the relevant information set out on this Web site, including any features and services available, such as RSS feeds, podcasts, video and photographs, publications, and other materials are subject to the Terms of Service set forth below. Please read them carefully as any of use of this Web site or the Services constitutes an agreement, without acceptance, to be bound thereby by the User. By using the Web site and/or the Services, you represent that you are at least eighteen (18) years old (and in some jurisdictions twenty-one (21) years old), or are otherwise acting with express parental or guardian consent, have read and understand the Terms of Service, and that you agree to be bound by these Terms of Service as set forth below.

These Terms of Service are subject to the Privacy Policy, which also governs your use of the Services and the Web site as well as the general Terms of Service.

The parties acknowledge and agree that each Seller, Buyer, subsidiary, and affiliate of us shall be a third-party beneficiary to the Terms of Service and that such other persons and/or companies shall be entitled to directly enforce and rely upon any provision of these Terms of Service which confers a benefit upon them. No other parties shall be third party beneficiaries to these Terms of Service.

1.3.      About Us; Tutcra not Provider; No Endorsement.

Tutcra acts as a marketplace to allow Users to buy and sell Goods. As an online marketplace provider, we do not offer for sale or provide any Good nor do we endorse any Seller, and we have no control over the quality, safety, morality, or legality of any aspect of any Good offered for sale, the truth or accuracy of the offer, the ability of Sellers to provide Goods sold, the identity of any Seller or Buyer, or the ability of Buyers to pay for items purchased. We do not and cannot ensure that a Buyer or Seller will actually complete a transaction. If you rely on any of the information provided by or on the Web site or the Services, you do so solely at your own risk.

You acknowledge and agree that we do not sell or purchase, offer to sell or purchase, invite to sell or purchase, or make or solicit any offers. IN ALL INSTANCES ALL SALES ARE ADVERTISED, SOLICITED, OFFERED, ACCEPTED, MADE, PROVIDED BY AND OTHERWISE DELIVERED BY SELLERS WITH WHOM BUYERS DIRECTLY CONTRACT. AT NO TIME WILL A BUYER/SELLER RELATIONSHIP EXIST BETWEEN US. In all instances, any solicitation, invitation, offer, advertisement, or communication is void where prohibited by law.

Furthermore, TUTCRA SHALL AT NO TIME BE CONSTRUED AS AN EMPLOYER OF ANY SELLER. SELLERS ARE INDEPENDENT INDIVIDUALS AND/OR ENTITIES WHO OFFER PRODUCTS FOR SALE VIA THE SERVICES. Tutcra exercises no control or discretion over Sellers or Buyers except for such prohibited activities as may be set forth in this Agreement.

1.4.      Accuracy, Completeness and Timeliness of Information.

We are not responsible if information made available on the Web site or via the Services is not accurate, complete, or current. You acknowledge that the Web site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. You acknowledge further that any reliance on the Web site or any representation of a Buyer or Seller is at your own risk.

1.5.      Errors in Web site.

We do not warrant that any errors in the Web site will be corrected.

1.6.      Modifications and Changes to Terms of Service.

We may modify, add to, suspend, or delete these Terms of Service or other agreements, in whole or in part, in our sole discretion at any time, with such modifications, additions or deletions being immediately effective upon their posting to the Web site. Your use of the Services or the Web site after modification, addition or deletion of these Terms of Service shall be deemed to constitute acceptance by you of the modification, addition, or deletion.

1.7.      Modifications and Changes to the Services or Web site.

We may modify, add to, suspend, or delete any aspect of the Services or the Web site, in whole or in part, at our sole discretion at any time, with such modifications, additions, or deletions being immediately effective. Such modifications, additions, or deletions may include but are not limited to content offered, hours of availability, and equipment needed for access or use.

1.8.      Access to Services or Web site.

Though we try to make the Services and the Web site available twenty-four (24) hours a day, seven (7) days a week, except for planned down-time for maintenance, we do not warrant that the Services or the Web site will be at all times available.

We do not warrant that your computer, tablet, and/or smartphone will be able to access and/or support the Web site.

1.9.      Right of Refusal, Limitation, Discontinuation, and Termination.

We reserve the right to refuse to provide access to the Services or the Web site for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a User Account (as defined in Section 2.1) for any reason whatsoever. In the event that we make a change to or cancel an Account, we may attempt to notify you by contacting you at the e-mail address provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data deleted as a result of the Account termination. 

1.10.    Prohibited Uses of Services and the Web site.

In addition to the other restrictions on use set forth herein, you agree and acknowledge that you shall not use the Services or the Web site: (a) for any unlawful purpose; (b) to solicit Users to perform or participate in any unlawful acts or to engage in acts that are unrelated to the purpose of the Services or the Web site; (c) to violate any international or governmental regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services or the Web site; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Services or the Web site. We reserve the right to terminate your use of the Services or the Web site for violating any of the prohibited uses or for any other reason in our sole and exclusive decision, without recourse by you.

SECTION II: ACCOUNTS

2.1.      Online Accounts.

Users shall be given the opportunity to create a User account (your “Account”) that will allow you to receive information from us and/or to participate in certain features of the Services and the Web site. We will use the information you provide in accordance with our Privacy Policy. By registering with us, you represent and warrant that all information you provide on the registration form is current, complete, and accurate to the best of your knowledge. You agree to maintain and promptly update your registration information so that it remains current, complete, and accurate. During the registration process, you may be required to choose a password. You acknowledge and agree that we may rely on this password to identify you. You are responsible for all use of your Account, regardless of whether you authorized such access or use, and for ensuring that all use of your Account complies fully with the provisions of these Terms of Service. Accounts may be cancelled at any time via the Account settings, provided there is no outstanding balance owed to Tutcra or other issues with payments and/or the Account.

2.2.      Sharing of Accounts, Transfer Prohibited.

You agree you shall not share, sell, trade, or transfer your Account to any other person or entity without our written permission.

2.3.      Account Guidelines.

The Web site and the Services may contain the ability to communicate with other Users on one or more platforms, comments sections, discussion forums, Web sites, landing pages, social media outlets, sales channels, and/or other interactive features, (“Interactive Areas,”) in which Users and third parties may communicate. For the avoidance of doubt, the definition of an Interactive Area shall include communications between Buyers and Sellers. By participating in Interactive Areas, you agree and acknowledge that you:

Shall not upload, distribute, or otherwise publish to the Web site or the Mobile Application any libelous, defamatory, obscene, abusive, or otherwise illegal material; and

Shall not threaten or verbally abuse other Users, use defamatory language, or deliberately disrupt discussions with repetitive messages, meaningless messages or “spam”; and

Shall not to use language that abuses or discriminates on the basis of race, religion, nationality, gender, sexual preference, age, region, disability, etc. Hate speech of any kind is grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Services or the Web site; and

Shall not personally attack another User. Personal attacks are a direct violation of these Terms of Service and are grounds for immediate and permanent suspension of access to all or part of the Interactive Areas and use of the Services or the Web site; and

Shall not use the Interactive Areas to distribute or otherwise publish any material containing any solicitation of funds, advertising or solicitation for goods or services except for the sale of goods in the scope envisioned by the express purpose of the Services or the Web site; and

Shall not upload, post, or otherwise transmit any content that violates any law or engage in activity that would constitute a criminal offense or give rise to a civil liability; and

Shall not post unauthorized commercial communications (such as spam); and

Shall not upload, post, or otherwise transmit any content that advocates or provides instruction on illegal activity or discuss illegal activities with the intent to commit them; and

Shall not upload, post, or otherwise transmit content that does not generally pertain to the designated topic or theme of any Interactive Area; and

Shall not impersonate any person or entity, including, but not limited to, any of our employees, or falsely state or otherwise misrepresent your affiliation with any person or entity; and

Shall not interfere with any other User’s right to privacy, including by harvesting or collecting personally-identifiable information about other Users of our Interactive Areas or posting private information about a Third Party; and

Shall not engage in unlawful multi-level marketing, such as a pyramid scheme; and

Shall not upload, post, or otherwise transmit any content, software or other materials which contain a virus or other harmful or disruptive component; and

Shall not interfere with or disrupt the Services, Web site, the Interactive Areas or the servers or networks connected to the same, or disobey any requirements, procedures, policies, or regulations of networks connected to the Services, Web site, and/or the Interactive Areas; and

Shall not facilitate or encourage any violations of these Terms of Service or our policies.

Users agree further and acknowledge that any profile they create may be edited, removed, modified, published, transmitted, and displayed by us, and they waive any rights they may have in having the material altered or changed in a manner not agreeable to them.

2.4.      Rights in Submissions.

Should you submit, display, publish or otherwise post any content to an Interactive Area, excluding any commissioned work for hire (“Submissions,”) you agree to grant to us and our partners and affiliates a non-exclusive, sub-licensable, worldwide, fully-paid, royalty free license to use, modify, publicly perform, publicly display, reproduce, and distribute such Submissions in any and all media now known or hereinafter developed for hosting, indexing, caching, distributing, tagging, marketing, and for all other lawful purposes without the requirement to make payment to or seek permission from you or to any third party.

You represent and warrant that you own or have a valid license to use any and all Submissions and otherwise have the right to grant the license set forth herein, and the displaying, publishing or posting of any Submissions does not and will not violate the privacy rights, publicity rights, copyrights, trademark rights, patents, contract rights or any other intellectual property rights or other rights of any person or entity.

2.5.      Right to Monitor.

We shall have the right (but not the obligation) to monitor your Account and all activity and communications in an Interactive Area in our sole and exclusive discretion.

2.6.      Verification of Users.

All Users wishing to participate in the buying or selling of any Good may be required to verify their identities to our satisfaction. This may include but is not limited to providing proof of identity (such as via a passport or other photo-bearing piece of identification) and residence (such as via a current utility bill.) Providers may additionally be required to provide us with tax-withholding information, including but not limited to a W-9 or similar forms if and when applicable. Notwithstanding the forgoing, Tutcra does not bear any responsibility and cannot be held liable for the verification or non-verification of a User’s identity.

2.7.      Free Trials.

Sellers who wish to bid on projects via our Gift Maker Platform may receive a free six- (6-) month trial after which time your Account will be upgraded to a paid Seller Account. You will be automatically invoiced for the then-current Gift Maker Platform Seller Account level that you choose on the first (1^st) calendar day following the expiration of your free trial.

SECTION III: SELLER TERMS

3.1.      Unauthorized Business.

In addition to the prohibited uses set forth in Section 1.10, our Services and the Web site may not be used by a Seller to cause us to sell on his, her, or its behalf any of the following Goods, (“Unauthorized Business:”) (a) sale of obscene materials; (b) sale of products or services in the following sectors: gambling, securities, insurance, pharmacy, drugs, arms and weapons or other highly-regulated sectors; or (c) sale of illegal goods.

3.2.      Seller Responsible for Identity Verification.

Notwithstanding Section 2.6, Seller shall be ultimately responsible and liable for verifying the identity of all Buyers, including but not limited to verifying that each Buyer and/or each end-user of a Good purchased meets all age requirements.

3.3.      Compliance with all Terms of Sale.

All sales shall be binding. Seller agrees and acknowledges that Seller, and not us, shall be solely responsible for delivery of any and all purchased Goods to Buyers and that a contract for sale arises at the point where a Buyer utilizes the Services to purchase a Good. Every sale shall be subject to the laws applicable, but there shall not be implied any right that is not a legal right and that is not set down in these Terms. Sellers shall be obligated to ship, deliver, or otherwise honor the Good ordered and to otherwise complete the transaction with the Buyer in a prompt manner provided, however, that Buyer meets all purchase restrictions, including but not limited to payment of fees and age verification, if appropriate.

3.4.      Seller Warranties.

In addition to the Unauthorized Business and Prohibited Use of the Web site and Services set forth herein, Seller warrants that any and all Goods sold to Buyers (a) are not: illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to any third party; (b) are not counterfeit; and (c) do not offend against the law of any country whose citizens might purchase the Good. Seller warrants further that Seller has independently created and owns all copyrights, trademarks, and other intellectual property related to any Good sold, or that Seller has the permission of the intellectual property rights holder (a) to place the Good into the stream of commerce without restriction; (b) to receive the net proceeds of such sales as arise; and (c) to defend the intellectual property in the Good. Finally, Seller warrants and represents that Seller has all licenses and authorizations required for performance of these Terms. Seller further warrants that Seller is in compliance with any and all local, state, and federal rules, regulations, statutes, and other such laws relating to Seller’s sale of the Good. Upon our request, Seller shall provide us with sufficientdocumentary evidence of such authorization or waiver. We are not obliged to require such documentary evidence, and the fact that we have not requested such documentary evidence shall not be deemed in any way as a statement as to whether or not such authorization or waiver is required.

3.5.      Ethical Selling Tactics Required.

Sellers shall utilize ethical selling tactics when promoting any and all Goods, including refraining from the making of false and/or misleading statements regarding a Good and/or Seller. Sellers expressly agree to conduct themselves at all times in an ethical, moral, and lawful manner.

3.6.      Compliance with Law.

In addition to the other requirements to comply with laws, regulations, and terms set forth herein, Sellers agree to obey any and all local, state, and federal regulations and laws regarding solicitation and product sales.

3.7.      Confidential Information of Buyers.

As part of a transaction, Sellers may obtain personal information, including name, address, age, telephone number, and email, from a Buyer or other User. Absent prior permission from the User, this personal information shall only be used for that transaction or for Tutcra-related communications and shall be held in strict confidence in accordance with our Privacy Policy. We have not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the User, you are not licensed to add any Buyer or User to your email or physical mail list. For more information, see our Privacy Policy.

3.8.    Right of Refusal.

We reserve the right to refuse to allow the sale of a Good or otherwise provide access to the Web site and/or the Services for any reason at any time in our sole and exclusive discretion. We may, in our sole and exclusive discretion, limit or cancel a Seller’s Account with us for any reason whatsoever. In the event that we make a change to or cancel an account, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time your Account was created; however, the failure to do so shall not result in any liability, including liability for lost data or sales deleted as a result of the account termination.   

SECTION IV: FEES AND PAYMENT; NON-CIRCUMVENTION

4.1.      Service Fees.

Use of the Web site and Services is free for Sellers; however, Sellers agree to pay to Tutcra twenty percent (20%) of all gross Good sales made via the Gift Maker Platform  and twelve percent (12%) of all gross Good sales made via the Goods Platform (collectively, the “Service Fees.”) Such Service Fees shall not be refundable to Seller, for any reason whatsoever, in the instance Seller shall have to refund a purchase to a Buyer.

4.2.      Chargebacks; Revocations; Refunds.

If an action by a Buyer results in a chargeback, revocation, or other refund, Seller agrees that we may deduct the sum charged back together with any fee paid to our payment processors, from any sum due to Seller, at or after that time. If, in our sole and exclusive discretion, we believe that Seller’s use of the Web site and Services results in a significant number of chargebacks and/or Buyer disputes or if we believe Seller is in breach of these Terms of Service, we are free to hold back payments to Seller until we are satisfied that disputes have been settled and/or breaches rectified.

Notwithstanding the forgoing, Seller hereby agrees that Tutcra shall have the right to refund a Buyer, in whole or in part, in Tutcra’s sole and exclusive discretion and without advance notice to Seller, in the event the Seller fails to timely deliver the Good; the Seller delivered a Good that does not meet the advertised or otherwise agreed-upon scope and/or quality standards; or in the event either Seller or Buyer is or appears to so be using the Services for Unauthorized Business or a Prohibited Use.

4.3.      Extra-Charges.

If, in a given month, an unreasonable amount of Buyer complaints are made about the quality of Seller’s Goods, including but not limited to (a) non-delivery of orders, (b) erroneous or non-working Goods, (c) improper description of Good(s), (d) non-honoring of orders; and/or (e) non-responsive customer support of Seller, we reserve the right to charge an amount of Fifty U.S. Dollars ($50.00) per such incident of Buyer complaint related to the Good(s) for the rest of that month, (hereinafter an “Extra Charge.”) “Unreasonable amount of Buyer complaints about the quality of the Seller’s Good(s)” shall mean that in any period of one (1) month more than three (3) Buyers complain about the quality of Seller’s Goods. We shall, without delay, give notice to Seller of the fact that the conditions for an Extra Charge are fulfilled and that we shall be charging the Extra Charge for the rest of that month, and provide documentation on the fulfillment of the conditions for an Extra Charge to Seller.

4.4.      Withholding of Funds.

Where we, in our reasonable opinion, are required to do so by law, we reserve the right to withhold funds for Good sales that we reasonably deem suspicious with regard to money laundering, Unauthorized Business, fraud, or other illegal activities or in case of any other chargebacks or revocations.

4.5.      Payouts.

When you create your Account, you shall have the opportunity to designate a deposit account into which you wish to be paid. Once funds clear and are approved by the Buyer, they shall be available for withdraw to your designated deposit account less any fees.

You may view all pending transactions, settlement data, fees, and revenues via your Account. Except as required by law, you shall remain solely and exclusively responsible for retaining permanent records of all transactions processed via our Services.

4.6.      Responsibility for Accurate Pay Out Information.

You agree to provide current, complete, and accurate deposit account information for payout. You agree to promptly update your account and other information, including your address, email address and bank account information, so that we can complete your transactions and contact you as needed.

4.7.      Payout Schedule.

Funds shall be available for withdraw to your designated deposit account once they are cleared from our payment provider. Generally, funds shall be available for withdraw fifteen (15) calendar days from the date of the transaction; however, this may, from time-to-time, take longer than average. We are not responsible and accept no liability for any delay of payment. To inquire about a payout schedule for any particular transaction, please first contact the Buyer, followed by the escrow service, and, finally, Customer Support.

4.8.      Right to Set-Off; Collection Rights.

We are entitled to set-off any and all claims against amounts payable to Seller. In addition, to the maximum extent provided by law, we may collect any and all obligations due and owing by you to us by deducting them from your pending transactions in the deposit account. Fees shall be assessed at the time of transaction processing and will be deducted from the funds received. Your failure to pay all amounts due and owning shall be deemed an immediate breach of this Agreement for which you will be liable. You further agree to pay all fees and costs, including but not limited to attorneys’ fees and costs, incurred by or on our behalf arising from or related to the collection of any unpaid obligations by you.

4.9.      Payment of Taxes.

Sellers shall be responsible for paying any and all taxes applicable to any sale of items facilitated by the Web site and/or Services, excluding any taxes on Tutcra’s own net income.

SECTION V: INTELLECTUAL PROPERTY; PRIVACY

5.1.      Intellectual Property Rights Not Waived.

This is an Agreement for access to and use of the Web site and the Services, and you are not granted a license to any software or intellectual property by these Terms of Service except for a limited, non-transferable, restricted, non-exclusive, non-sub-licensable right and license as may be required to utilize the Web site and/or the Services. The Web site and the Services are protected by U.S. and, where applicable, international intellectual property laws. The Web site belongs to us and are the property of us or our licensors (if any).

Furthermore, all material displayed or transmitted by Tutcra on this Web site and the Services, including but not limited to text, photographs, images, illustrations, video clips, audio clips, and graphics, (collectively, “Materials,”) are owned by us and are protected by U.S. and international copyright, trademarks, service marks, and other proprietary rights, laws, and treaties.

Except as provided, you may not copy, reproduce, publish, transmit, transfer, sell, rent, modify, create derivative works from, distribute, repost, perform, display, or in any way commercially exploit the Materials carried on the Web site or the Mobile Application, nor may you infringe upon any of the copyrights or other intellectual property rights contained in the Materials. You may not remove or alter, nor cause to be removed or altered, any copyright, trademark, or other proprietary notices or visual marks and logos from the Materials.

You may make a single print copy of any Materials provided by us on this Web site and/or the Services for personal, non-commercial use only, provide that you do not remove nor cause to be removed any copyright, trademarks, or other proprietary notices or visual marks or logos from the Materials. You may not archive or retain any of the Materials accessed on this Web site or the Mobile Application without our express written permission. All requests for archiving, republication, or retention of any part of the Materials must be in writing to us and must clearly state the purpose and manner in which the Material will be used. Requests for permission to archive, retain, or republish any part of the Materials may be submitted to support@tutcra.com.

You acquire no rights or licenses whatsoever in the Materials other than the limited rights to use the Web site and the Services in accordance with these Terms of Service. Any of the Materials accessed or downloaded from this site must be accessed or downloaded in accordance with the terms specified in this Agreement. We reserve any rights not expressly granted under these Terms of Service.

5.2.      Feedback to Tutcra.

You may have the opportunity to provide reviews, suggestions, ideas, and feedback to Tutcra (collectively, “Feedback.”) Should you so provide such Feedback, you grant us sole ownership of the same, which includes, without limitation, the right for us or any third party we designate, to use, copy, transmit, excerpt, publish, distribute, publicly display, publicly perform, create derivative works of, host, index, cache, tag, encode, modify and adapt (including without limitation the right to adapt to streaming, downloading, broadcast, mobile, digital, thumbnail, scanning or other technologies) in any form or media now known or hereinafter developed. All such Feedback shall be treated as non-confidential.

If it is determined that you retain moral rights (including rights of attribution or integrity) in the content submitted by you, you hereby declare that (a) you do not require that any personally-identifying information be used in connection with the content, or any derivative works of or upgrades or updates thereto; (b) you have no objection to the publication, use, modification, deletion and exploitation of the content by us or our licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the content; and (d) you forever release us, and our licensees, successors and assigns, from any claims that you could otherwise assert against us by virtue of any such moral rights. You also permit any other User to access, view, store or reproduce the content for that User’s personal use.

Notwithstanding the foregoing, you acknowledge that your Feedback may contain concepts, ideas, materials, proposals, suggestions and the like relating to Tutcra or its initiatives (your “Ideas.”) With respect to your Ideas you acknowledge that: (a) we receive numerous submissions from many parties and/or may have independently-developed and/or considered ideas similar to your Ideas, and that our review of your Ideas is not an admission of novelty, priority or originality; and (b) our use of any ideas similar to your Ideas, whether based on your Feedback or Submissions, provided to us by third parties, or independently-developed or considered by us, shall be without obligation to you.

5.3.      Grant of License.

You agree to grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in any content contained in any Good for our own marketing purposes, such as showcasing recent projects. You agree to allow Tutcra to store or re-format your content and display your content in any way as we so choose. Tutcra will only use personal information in accordance with our Privacy Policy.

SECTION VI: THIRD-PARTY ADVERTISEMENTS, PROMOTIONS, AND LINKS

6.1.      Third Party Advertisements and Promotions.

We may, from time to time, run advertisements and promotions from third parties on the Web site or Services. Your dealings or correspondence with, or participation in promotions of, advertisers other than us, and any terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of third-party advertisers on the Web site or the Services.

6.2.      Use of Third-Party Tools.

We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools “as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional tools offered through the Web site or the Services is entirely at your own risk and discretion, and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party providers.

We may also, in the future, offer new services and/or features through the Web site or the Services, including but not limited to the release of new tools. Such new features and/or services shall also be subject to these Terms of Service.

6.3.      Third-Party Links.

Certain content, products, and services available via our Web site may include materials from third parties.

Third-party links on the Web site and/or Services may direct you to third-party Web sites and/or services that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy, and we do not warrant and will not have any liability or responsibility for any third-party materials or Web sites and/or services, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party with whom you connect via the services. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION VII: DISCLAIMERS; LIMITATIONS OF LIABILITY; INDEMNIFICATION

7.1.      DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY.

(A) YOU AGREE THAT USE OF THE WEB SITE AND THE SERVICES IS AT YOUR SOLE RISK. NEITHER US, OUR AFFILIATES, OR ANY RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY CONTENT PROVIDERS, OR LICENSORS WARRANT THAT THE USE OF THE WEB SITE OR THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR THE WEB SITE OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION PROVIDED.

(B) ANY DOWNLOADABLE SOFTWARE, PRODUCTS, OR OTHER MATERIALS, WITHOUT LIMITATION, IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AGAINST INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE.

(C) IN NO EVENT SHALL WE, OUR EMPLOYEES, SUBSIDIARIES, PARENTS, AGENTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS, CONTRACTORS, VENDORS, AND/OR OUR OR THEIR RESPECTIVE DIRECTORS, OFFICERS, OR MEMBERS, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO EXEMPLARY, RELIANCE, OR LOSS OF PROFITS, REPUTATIONAL HARM, OR LOSS OF INFORMATION OR DATA, ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO USE THE SERVICES OR THE WEB SITE, ANY INTERACTIONS WITH ANOTHER USER, AND/OR ANY PRODUCTS PURCHASED VIA THE WEB SITE OR THE SERVICES.

(D) WE DISCLAIM ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACCESS TO OR USE OF YOUR PERSONALLY-IDENTIFIABLE INFORMATION. BY UTILIZING THE SERVICES AND/OR THE WEB SITE, YOU ACKNOWLEDGE AND AGREE TO OUR DISCLAIMER OF ANY SUCH LIABILITY. IF YOU DO NOT AGREE, YOU SHOULD NOT ACCESS OR OTHERWISE UTILIZE THE SERVICES OR THE WEB SITE.

(E) TUTCRA’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF TUTCRA’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND VENDORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO TUTCRA IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) ONE HUNDRED U.S. DOLLRS AND NO/CENTS ($100.00,) WHICHEVER IS GREATER.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS.

The above limitations shall survive these Terms and inure to the benefit of us and our affiliates and respective directors, officers, employees, and agents.

7.2.      INDEMNIFICATION.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD US HARMLESS, AS WELL AS OUR AFFILIATES AND VENDORS AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ALL CLAIMS, SUITS, AND EXPENSES, INCLUDING ATTORNEYS’ FEES, ARISING OUT OF OR RELATED TO (A) YOUR USE OF THE SERVICES AND/OR WEB SITE; (B) YOUR NONCOMPLIANCE WITH OR BREACH OF THIS AGREEMENT; (C) YOUR USE OF THIRD-PARTY SERVICES, PRODUCTS, LINKS, ADVERTISEMENTS, AND/OR TOOLS; (D) YOUR VIOLATION OF ANY THIRD-PARTY RIGHTS, INCLUDING THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS; (E) THE UNAUTHORIZED USE OF THE SERVICES BY ANY OTHER PERSON USING YOUR INFORMATION; (F) YOUR INTERACTION WITH ANY USER; AND (G) THE USE OR NON-USE OF ANY PRODUCTS PURCHASED VIA THE SERVICES.

SECTION VIII: GOVERNING LAW; ARBITRATION

8.1.      Governing Law.

These Terms shall be governed and construed in accordance with the laws of Delaware without regard to its conflicts of law provisions. You agree to submit to the personal jurisdiction of the courts located in Delaware, and any cause of action that relates to or arises from these Terms, the Services or the Web site must be filed therein unless subject to the binding arbitration provisions of Section 8.2, infra.

8.2.      Arbitration.

Any and all claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in Delaware. The arbitration shall be conducted on a confidential basis pursuant to the Commercial Arbitration Rules of the American Arbitration Association.  Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all conclusions of law and fact and shall include the assessment of costs, expenses, and reasonable attorneys’ fees. Any such arbitration shall be conducted by an arbitrator experienced in the software services industry and shall include a written record of the arbitration hearing. The parties reserve the right to object to any individual who shall be employed by or affiliated with a competing organization or entity. An award of arbitration may be confirmed in a court of competent jurisdiction.  No claims and disputes arising under or relating to this provision may be brought by a User more than one (1) year after the event giving rise to the cause of action has occurred or should diligently been discovered. Notwithstanding the forgoing, the parties shall be free to bring a request for injunctive relief before a court of competent jurisdiction in the event of immediate and irreparable harm.

8.3.      Claims between Users.

Notwithstanding the forgoing, for disputes, claims, or controversies arising between Buyers and Sellers, you agree to work together to amicably resolve the dispute between yourselves. In the event the same cannot be resolved, Tutcra retains the right (but not the obligation) to resolve a claim in its own discretion and in accordance with the refund policies set forth in these Terms or to otherwise request dispute resolution via PayPal and/or Stripe.

SECTION IX: MISCELLANEOUS

9.1.      Customer Service.

Should you have any questions, comments, or concerns regarding the Web site, customer service and technical support may be contacted at any time via support@tutcra.com. We may also be contacted 24/7 via a secure message sent from your Account or our Web-based chat system. We strive to return all customer service inquires within forty-eight (48) business hours.

9.2.      Affiliate Disclosure.

We may have an affiliate relationship with third parties and affiliates to whose products and/or services we link and promote through the Web site and/or the Services. Because of this relationship, we may earn a commission on products purchased by a User from a third-party affiliate.

9.3.      Authority.

Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

9.4.      Waiver.

Any waiver of a right under these Terms of Service shall only be effective if agreed or declared in writing. A delay in exercising a right or the non-exercise of a right shall not be deemed a waiver and shall not prevent a party from exercising that right in the future. The rights and remedies herein provided are cumulative and not exclusive of any rights and remedies provided by law.

9.5.      Force Majeure.

We shall not be bound to meet any obligation if prevented from doing so as a consequence of acts of God or force majeure, including but not limited to measures taken or imposed by any government or public authority or in case of any other event beyond the control of us, including but not limited to natural disasters (such as storm, hurricane, fire, flood,earthquake), war, civil unrest, terrorist activities, states of emergency, government sanctions, embargos, nationalizations, strikes and breakdowns of public utilities (such as of electricity or telecommunication services). We shall use all reasonable efforts to notify you of the circumstances causing the delay and to resume performance as soon as possible,both without undue delay.

9.6.      Assignment.

We shall have the right to assign and/or transfer these Terms of Service and our rights and obligations hereunder to any third party after notifying you as provided for herein. You agree and acknowledge that you shall not assign or transfer its rights or sub-contract or delegate the performance of any of its obligations under these Terms of Service without our prior written consent in our sole and exclusive discretion.

9.7.      Rights of Third Parties.

These Terms do not give any right to any third party unless explicitly stated herein.

9.8.      Relationship of the Parties.

The parties are independent contractors under these Terms, and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between them. Neither party has authority to enter into Terms of any kind in the name of the other party.

9.9.      Severability.

If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

9.10     Electronic Communications.

You hereby consent to receiving electronic communications (including text messages) from us in accordance with our Privacy Policy at the email address and telephone number provided by you in conjunction with your Account.

9.11.    Notices.

Except as explicitly stated otherwise, any notices shall be given by postal mail to WSH GROUP LLC, 8 The Green, Suite #8629, Dover, Delaware 19901, and in the case of any User, to the email address you provide to us (either during the registration process or when your email address changes). Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid.  Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to us upon Account registration. In such case, notice shall be deemed given three (3) calendar days after the date of mailing.