The Technology Platform is intended to be used solely by individuals and entities that are legally eligible to enter into binding contracts under applicable laws. The Technology Platform is not intended for minors who have not attained the requisite age to enter into such legally binding contracts. If you are such a minor, you are not eligible to use the Technology Platform.
The Company operates the Technology Platform to enable third-party client companies to present service opportunities to self-employed independent contractors who have registered with the Company. The Technology Platform also enables self-employed independent contractors who have registered with the Company to gain access to a wide array of opportunities to enter into contracts with and perform service opportunities presented by third-party client companies. All transactions entered into pursuant to the Technology Platform are between third-party client companies and self-employed independent contractors; the Company is not a party to any of these transactions. The Company is not in the business of providing any services other than the services described herein; it is strictly an operator of a technology platform that facilitates transactions between self-employed independent contractors engaged in the business of providing a certain type of services and third-party client companies seeking to engage an independent contractor who can provide such services. The Company is not a provider of the types of services that you are in the business of providing; its business is to facilitate a virtual exchange through which buyers and sellers of certain types of services can find each other and do business with each other.
The Technology Platform is designed for use only by self-employed independent contractors and businesses seeking to engage independent contractors; it is not designed to assist individuals seeking employment opportunities. If you are not self-employed, and are seeking employment opportunities, the Technology Platform is not appropriate for you and you are not eligible to register.
To gain access to this virtual exchange, you, an independent contractor, will first register with the Company and create a user profile (“Profile”) that contains relevant information concerning you. If you elect to create a Profile, your relationship with the Company will be nonexclusive, meaning that the Company will have the right to create Profiles for other independent contractors, and you will have the right to market your services and obtain client opportunities through sources other than the Technology Platform. To create a Profile, you will create login credentials developed based on your email address and a unique password that you select. You agree not to disclose your login credentials to anyone, and not to permit anyone else to access the Technology Platform using your login credentials. You agree to be legally responsible for any consequences of someone other than you accessing the Technology Platform using your login credentials.
By creating a Profile, you will have the right to access and use the Technology Platform at your discretion, and to offer to perform any client opportunities you learn about through the Technology Platform. You will not be under any obligation to offer to perform any minimum number of client opportunities through the Technology Platform. The Company does not guarantee to any independent contractor who creates a Profile that such independent contractor will learn about any minimum number of client opportunities through the Technology Platform or will have the opportunity to earn any minimum amount of income through the client opportunities that might be presented through the Technology Platform.
If you have created a Profile and you wish to pursue a client opportunity that is posted on the Company’s Technology Platform, you will communicate your interest in the client opportunity by following the instructions set forth on the Technology Platform. Upon receipt of your communication, the Technology Platform will provide you with access to the agreement (the “Client Agreement”) that the third-party client company uses to engage an independent contractor to perform a client opportunity. If you have not previously entered into a Client Agreement with the third-party client company, or if the third-party client company at that time is using an updated Client Agreement that supersedes prior versions, you will have the right to enter into the then-current version of the third-party client company’s Client Agreement. You will be eligible to offer to perform an opportunity presented by a third-party client company pursuant to the Technology Platform only if you have executed that company’s then-current Client Agreement.
It is important that you understand that any Client Agreement you enter into pursuant to the Technology Platform will be an agreement between you and the third-party client company; you will not be entering into an agreement with the Company. Neither you nor the Company will have any contractual rights or duties relative to the other arising out of any Client Agreement you enter into with a third-party client company.
A Client Agreement will typically consist of a general contractual agreement that you enter into with a third-party client company, which will function principally as a master services agreement, setting forth general terms and conditions governing your relationship with that third-party client company. In these cases, any specific opportunity presented by such third-party client company through the Technology Platform will include a detailed description of the terms and conditions of the opportunity. If you wish to perform the opportunity, you will enter into with such third-party client company a separate agreement pertaining to that specific client opportunity. For some third-party client companies, the Client Agreement will contain both general terms and also the specific terms and conditions pertaining to the specific client opportunity that you contractually agree to perform. In either case, the third-party client company will present opportunities through the Technology Platform. You will have the opportunity to offer to perform any such opportunity in accordance with the terms and conditions contained in the opportunity description. If the client company accepts your offer, it will notify you of its acceptance and, if applicable, inform you of any additional action required of you to bind the contract. Each client opportunity that a third-party client company presents through the Technology Platform, which you offer to perform, shall constitute a separate contractual relationship between you and that third-party client company upon the third-party client company’s notification to you that it accepts your offer to perform the opportunity.
Once you contractually agree to perform an opportunity that a third-party client company has presented through the Technology Platform, you will be solely responsible for your performance of the opportunity, your submission of any client deliverable, your billing for services you performed and your collection of the fees and any reimbursements to which you are entitled for such performance. As noted above, the Company’s function is limited to providing a virtual exchange through which buyers and sellers of a specific type of services can find each other and do business with each other; it is in all respects detached from your contractual relationship with a third-party client company. The Company intends to implement new features over time that will increase the efficiency of its exchange, but it will always remain an exchange.
Any and all details concerning a client opportunity presented on the Technology Platform, including the fees payable for completing the opportunity and any criteria you need to satisfy to be eligible to offer to perform the opportunity, are set by, or are negotiated between you and, the third-party client company (not Company), and the services you will be asked to perform and any deliverables you will be asked to submit are defined by and may be evaluated by the third-party client company (but not Company). The Company will neither impose nor evaluate compliance with any term or condition relating to a client opportunity presented through the Technology Platform. The Company’s functions are in all respects ministerial and administrative on behalf of and in support of the parties to a contractual relationship created pursuant to the Technology Platform. The Company is not responsible for, and makes no representations concerning the completeness or accuracy of, the content of any description of a client opportunity that a third-party client company presents through the Technology Platform. Similarly, the Company is not responsible for and makes no representations concerning any eligibility criteria for offering to perform an opportunity that a third-party client company establishes. Such eligibility criteria can include, among other things, a minimum score on a proficiency test, a writing sample meeting specified standards or a professional credential – all of which are at the sole discretion of the third-party client company presenting the opportunity.
As between you and the Company, you will retain sole control over the means and methods used in performing any client opportunity, and you will be solely responsible for providing any and all tools, supplies, equipment, transportation and insurance for you and your personnel (including, but not limited to, health, life and disability) that you elect to maintain, and for all expenses you incur in connection with the operation of your business and the performance of a client opportunity, e.g., fuel, repairs and motor vehicle insurance. The Company will have no obligation to reimburse you for any expenses of any kind or nature, to provide you with any tools, equipment, supplies or transportation, or to assist you in any way in your performance of a client opportunity. You also will be solely responsible for obtaining any licenses or certificates that are required by law to provide your services.
In connection with your accessing or use of the Technology Platform, or your performance of a service opportunity presented by a third-party client company pursuant to the Technology Platform, you hereby release, discharge and agree to indemnify, defend and hold harmless the Company, including its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, from and against any liability, including attorneys’ fees and costs, caused by or attributable to any negligent, reckless or willful acts and/or omissions committed by you or by anyone acting on your behalf.
Any time you enter into a contract with a third-party client company, you are solely responsible for collecting any fees or reimbursements to which you are entitled from such third-party client company, and you bear the entire risk of nonpayment by such third-party client company. The Company does not guarantee the payment of any amount i.e., neither fees nor reimbursements, to which you are entitled from a third-party client company. If a third-party client company does not pay the amounts, i.e., the fees and reimbursements, to which you believe you are entitled for your completion of an opportunity, you will have no right to collect such amounts from the Company. You hereby waive any right to assert a claim against the Company seeking the collection of any amounts to which you are entitled, or you believe you are entitled, for services you provide pursuant to a Client Agreement with a third-party client company.
You hereby acknowledge and agree that your use of the Technology Platform or your performance of any service opportunity presented by a third-party client company pursuant to the Technology Platform will not make you eligible for, and will not enable you to participate in, any of the Company’s employee benefit plans or programs, including, but not limited to, bonus, vacation, health, pension, incentive compensation or other employee programs or policies (“Benefits Plans”). If for any reason you are determined by any governmental agency, court, or other entity to be a statutory or common-law employee of the Company on account of or as a result of your use of the Technology Platform or your performance of any service opportunity presented by a third-party client company pursuant to the Technology Platform, you hereby waive any right to, and agree to neither seek nor accept, any benefits under the Benefits Plans, even if by the terms thereof you would be eligible for such benefits on account of or as a result of such use or performance of services.
The Company retains the right to modify any aspect of its Technology Platform or its services at any time, and does not provide any guarantee that it will continue to maintain its Technology Platform or offer its services for any specific period of time. Moreover, the Company does not guarantee that its Technology Platform will be active and available at all times, or that it will be free from technical problems that disrupt its operation. In the event the Company were to cease operating its Technology Platform and/or cease offering its services, such action would not affect your contractual rights or obligations with any third-party client company with which you have entered into a contract – other than your right or duty to communicate with the third-party client company, or submit information, through the Technology Platform.
You hereby agree to indemnify and hold harmless the Company, including its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, from and against any claims, damages and liabilities (including attorneys’ fees and costs) arising out of or relating to any dispute between you and a third-party client company pertaining to any matter, including but not limited to, allegations of nonpayment, nonperformance, or unacceptable performance under a Client Agreement entered into by and between you and such third-party client company, and you hereby waive any right to assert a claim against the Company with respect to such dispute.
As a condition to any use or access of the Technology Platform by you, you hereby agree to comply with the following additional terms and conditions:
As a condition to your registering with the Technology Platform, you represent and affirm:
YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY FOR ANY FAILURE OR NON-PERFORMANCE OF THE TECHNOLOGY PLATFORM SHALL BE FOR THE COMPANY TO USE COMMERCIALLY REASONABLE EFFORTS TO EFFECTUATE A REPAIR OF THE TECHNOLOGY PLATFORM.
Contractor’s decision to opt-out will have no adverse effect on his/her relationship with the Company.