1. the ravenry platform and service
2. 1. Ravenry Pte. Ltd. (“Ravenry”, “we”, or “us”) provides to the user (“User”, or “you”):
      1. a network of independent contractors, known as “Freelancers”, who provide services (the “Freelance Services”);
      2. a network of businesses, known as “Clients”, who are seeking the engagement of services;
      3. the use of the Ravenry platform at https://app.theravenry.com/ (the “Platform”), which includes all software, data, reports, text, images, sounds, and video (collectively, the “Content”); and 
      4. a recommendation or matching services between Clients and Freelancers, through the use of Content on the Platform or any other input given to you by Ravenry, for the purpose of assisting you to identify, review, contact, or engage Freelancers or Clients, as the case may be;

collectively, the “Ravenry Services”.

2. if you are a client or potential client
   1. You represent and warrant to Ravenry that you intend to use the Ravenry Services to engage a Freelancer for Freelance Services. 
   2. You agree to exclusively use the Platform or any other method of communication prescribed by Ravenry for any communication with Freelancers for the purpose of discussing or engaging Freelancer Services. The use of non-prescribed methods of communication may put you at risk because Ravenry will not be able to mediate any disputes that may arise. 
   3. Once you have reached an agreement with Freelancer(s) for the provision of Freelance Services, you agree to engage Ravenry to facilitate the engagement by providing service and other related contracts and the resolution of disputes, if any. This ensures transparency between parties and that both parties are well protected in the event of any dispute. 
   4. During all periods of your access to or use of the Ravenry Services and for 12 months after each such access or use, you agree to not, directly or indirectly, encourage or solicit to hire, or otherwise hire or engage for performance of services (excluding services engaged and performed pursuant to this Agreement) any Freelancer whom you become aware of in connection with your interaction with Ravenry. You also agree that you will not refer any Freelancers directly to any affiliated companies.
3. if you are a Freelancer
   1. You represent and warrant to Ravenry that you intend to use the Ravenry Services to be engaged by a Client to provide Freelance Services. 
   2. You agree for Ravenry to create and host a publicly accessible profile for you for the purposes of advertising your services. You will retain control over any information displayed in your profile. 
   3. You agree to exclusively use the Platform or any other method of communication prescribed by Ravenry for any communication with Freelancers for the purpose of discussing or engaging in the provision of Freelance Services. The use of non-prescribed methods of communication may put you at risk because Ravenry will not be able to mediate any disputes that may arise. 
   4. Once you have reached an agreement with Client(s) for the provision of Freelance Services, you agree to engage Ravenry to facilitate the engagement by providing service and other related contracts and the resolution of disputes, if any. This ensures transparency between parties and that both parties are well protected in the event of any dispute. 
   5. During all periods of your access to or use of the Ravenry Services and for 12 months after each such access or use, you agree to not, directly or indirectly, discuss or otherwise communicate with, or be engaged in the performance of services (excluding services engaged and performed pursuant to this Agreement) for, any Client whom you become aware of in connection with your interaction with Ravenry.
4. USE OF INTELLECTUAL PROPERTY
   1. By posting your information and other content (“User Content”) on or through the Platform, you grant Ravenry a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform User Content in connection with the Ravenry Services. Ravenry has the right, but not the obligation, to monitor the Platform and User Content and remove any User Content at any time for any reason, or for no reason at all. 
   2. You understand that the operation of the Platform, including User Content, may be unencrypted and involve transmissions over various networks, changes to conform and adapt to technical requirements of connecting networks or devices, and transmission to Ravenry’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Ravenry Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of User Content. Ravenry will have no liability to you for any unauthorised access or use of any of User Content, or any corruption, deletion, destruction or loss of any of User Content.
5. Your representations and warranties
   1. You represent and warrant to Ravenry that:
      1. all information to be provided by you in the course of your use of the Ravenry Services is true and you have not and will not make any false or misleading representations in relation to the Ravenry Services; 
      2. you own all User Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow Ravenry to use the same as permitted in this Agreement) in connection with the Ravenry Services; 
      3. User Content and other activities in connection with the Ravenry Services, and Ravenry’s exercise of all rights and licenses granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does User Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and 
      4. you have the requisite power, capacity, and authority to execute, deliver, and perform this Agreement, and that, by entering into this Agreement, you are not in violation of any law, agreement, or obligation, whether written or oral, to which you are bound, and that entering into this Agreement will not violate or interfere with the rights of any third party.
6. Confidentiality
   1. All business, technical, or financial information disclosed by Ravenry via the Ravenry Services is the “Proprietary Information” of Ravenry, and also includes, but is not limited to, the rates of each Freelancer. You will hold in confidence and not disclose to others any Proprietary Information. You will also not use Proprietary Information for any purposes other than evaluation of Ravenry, Freelancer, and Freelancer Services as an existing or prospective user of the Ravenry Services. You may make disclosures of Proprietary Information where required by law or court order provided that you give Ravenry advance written notice. When you have completed your use of the Ravenry Services, or if you have not used the Ravenry Services in 12 months, you will destroy all items and copies containing or embodying Proprietary Information.
7. termination
   1. Unless otherwise stated, the terms of this Agreement apply and remain in effect until you are no longer using or accessing the Ravenry Services. 
   2. Ravenry may, at its sole discretion and without prior notice, terminate your access to the Ravenry Services if we determine that you have violated this Agreement or other agreements or guidelines which may be associated with your use of the Ravenry Services. 
   3. Ravenry may also, at its sole discretion and without prior notice, terminate your access to the Ravenry Services, for cause, which includes, but is not limited to, requests by law enforcement or other government agencies, discontinuance or material modification of the Platform or any service offered on or through the platform, or unexpected technical issues or problems. 
   4. You agree that any violation by you of this Agreement will cause irreparable harm to Ravenry, for which monetary damages would be inadequate, and you consent to Ravenry obtaining any injunctive or equitable relief that Ravenry deems necessary or appropriate in such circumstances, without limiting Ravenry’s other available remedies.
8. no warranties, disclaimer
   1. The Ravenry Services are provided on an “as is” and “as available” basis without any warranties of any kind, and Ravenry expressly disclaims all other representations and warranties, including any implied warranties of merchantability, fitness for a particular purpose or non-infringement, and any representations or warranties arising from course of dealing, course of performance or usage of trade. You acknowledge that Ravenry does not warrant that your access or use or both of the Ravenry Services will be uninterrupted, timely, secure, error-free or virus-free, and Ravenry does not make any warranty as to the results that may be obtained from use of the Ravenry Services, and no information, advice or services obtained by you from Ravenry or through the Ravenry Services will create any warranty not expressly stated in this Agreement.
9. LIMITATION OF LIABILITY
   1. Ravenry does not charge fees for you to access the Ravenry Services. As consideration for your free access to the Ravenry Services pursuant to this Agreement, you further agree that Ravenry will not be liable to you for any incidental, consequential, indirect, special, punitive or exemplary damages (including damages for loss of business, loss of profits or the like) arising out of or relating to this Agreement, including without limitation, your use or inability to use any of the Ravenry Services, or any interruption or disruption of such use, even if Ravenry has been advised of the possibility of such damages and regardless of the cause of action (whether in contract, tort, breach of warranty or otherwise). The aggregate liability of Ravenry with regard to this Agreement will in no event exceed S$1.00.
   2. Where jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, or any other forms of liability, Ravenry’s liability will be limited to the greatest extent permitted by law.
10. entire agreement and severability
    1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to this subject matter.
    2. Whenever possible, each clause of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any clause of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
11. data protection
    1. “Personal Data” has the same meaning as set out in the Singapore Personal Data Protection Act 2012 (No. 26 of 2012) (“PDPA”).
    2. You consent to Ravenry’s use and processing of Personal Data for its business and activities. 
    3. Ravenry undertakes to use, process, and store your Personal Data in accordance with the requirements of the PDPA.
12. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT
    1. Unless expressly provided to the contrary in this Agreement, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, (Cap 53B, 2002 Rev Ed) to enforce or to enjoy the benefit of any term of this Agreement. 
    2. Notwithstanding any terms of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.
13. governing law and jurisdiction
    1. This Agreement shall be governed, construed, and performed according to the laws of the Republic of Singapore.
    2. Any legal action to be brought or initiated by any party to the Agreement shall be subject to the exclusive jurisdiction of the courts of the Republic of Singapore.