Important notice regarding arbitration: When you agree to these Terms you are agreeing (with limited exception) to resolve any dispute between you and Core through binding, individual arbitration rather than in court. Please review carefully Section 21 “Dispute Resolution” below for details regarding arbitration.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services.
3. Changes to the Terms or the Services
We may update the Terms from time to time in our sole discretion. If we do, we’ll let you know by posting the updated Terms on the Site and/or may also send other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms it means that you accept and agree to the changes. If you don’t agree to be bound by the changes, you may not use the Services anymore. The only exception is for changes to the “Dispute Resolution” section, for which you have followed the process in Section 21(f). Because our Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Our Services connect independent workers who are interested in jobs in the construction industry (“Job(s)”) with companies and other construction firms seeking to obtain skilled services. An independent worker who has created an account and registered with the Services pursuant to these Terms is referred to herein as a “User(s)”. A company or construction firm which posts a Job on the Services is referred to herein as a “Contractor(s)”. While Core may help facilitate the interaction between Users and Contractors, Core does not engage Users to perform any Jobs, or control or vet Job descriptions or other content provided by Contractors for accuracy. Core does not assume any responsibility for the accuracy or reliability of any information provided by Users or Contractors on the Services or otherwise. Users determine which trades they are qualified to work in, and scope the work in connection with any Job directly with the Contractor. Users are solely responsible for determining which Jobs they will choose to accept, how frequently they accept such Jobs, the duration of the Job acceptable to them and the pay rate of the Job. Core does not oversee, monitor or direct how a User performs a Job or any project within a Job, does not monitor the performance of work or communications (including chat threads) between Users and Contractors, and does not otherwise assume any responsibility for the actions of Users or Contractors. Contractors are advised to confirm with the User that s/he is qualified for employment or to perform the work prior to the work taking place. Core is not liable for the acts or omissions of Users or Contractors, nor does Core provide insurance against any damages, losses or liability sustained by Users or Contractors and specifically disclaims any such obligation.
5. Who May Use the Services?
- You may use the Services only if you are 18 years or older and capable of forming a binding contract with Core and are not barred from using the Services under applicable law. If you are using the Services to seek Jobs, you agree that you may only seek Jobs that you are qualified for and eligible to perform, and that you will perform yourself. Further, you agree that we may from time to time impose eligibility requirements, such as providing additional information and documentation in connection with your identity and professional qualification.
- In order to use the Services, you’ll have to create an account. To use certain features of the Services, you’ll also have to provide a valid mobile phone number. It’s important that you provide us with accurate, complete and current account information and keep this information up to date. If you don’t, we might have to suspend or terminate your account. To protect your account, you must keep your account details and password confidential, and notify us right away of any unauthorized access to or use of your account. You’re responsible for all activities that occur under your account whether or not you authorized that activity.
6. Feedback and Ratings
- Feedback. We appreciate feedback, comments, ideas, proposals and suggestions for improvements to the Services (“Feedback”). If you choose to submit Feedback, you agree that we will have a royalty-fee free, worldwide perpetual and irrevocable license and right to use and share Feedback without any restriction or compensation to you or any third party.
- Ratings. Within a certain timeframe after completing a Job, Contractors may be eligible to leave a public review and rating about the User performing the work and the User about the Contractor in connection with the Job (“Rating(s)”). Ratings reflect the opinions of individual Contractors and Users and do not reflect the opinion of Core. Ratings are not verified by Core for accuracy. Contractors and Users agree that Ratings must be accurate and may not contain any offensive or defamatory language and must comply with these Terms. Contractors and Users are prohibited from manipulating the Ratings system in any manner. Ratings may be made part of a Contractor’s and a User’s public profile and may also be surfaced elsewhere on the Platform (such as a profile page).
7. Obligations in Connection with the Services
Without limiting any other provision of these Terms, you agree to the following:
- No Endorsement. Core does not endorse any Contractor in any way. We do not make any representation about or guarantee the truth or accuracy of any Job descriptions or any other content or information provided by Contractors. Users are solely responsible for assessing whether to take any Job. In addition, Users understand and agree that Core makes no representation that any User will be considered, or receive an offer, for any Job posted on the Services.
- Contract with Contractors. If a Contractor hires you or engages you to perform any Job, the terms of any employment or engagement will be between you and the Contractor only. Core does not take any part in any employment activities nor does Core engage you to perform any Jobs, and Core does not have any obligation to compensate you. You further agree that each Contractor may require you to meet additional requirements and comply with additional terms and conditions in order to be considered for hire or to perform a Job. You are solely responsible for compliance with any such requirements, terms and conditions. Core is not responsible for any damages, losses, liability or harm resulting from your interaction with, or your hire or engagement by, any Contractor. You agree that any legal remedy or liability that you seek to obtain for actions or omissions of any Contractor will be limited to a claim against said Contractor, and you agree to release, indemnify, and hold harmless Core and its officers, directors, employees and agents from any and all damages, claims, demands, liabilities, costs and expenses (including reasonable attorney’s fees), of any kind or nature, including for any illness, disability, death, or loss or damage to person or property, with respect to such actions or omissions, to the fullest extent permitted by law.
- Licenses and Permits. You agree to maintain at all times all necessary licenses, permits and certifications required to provide services and/or engage in your trade in your jurisdiction. You must also carry any required insurance and you agree to comply with all state workers’ compensation laws. It is your responsibility to understand the requirements in your jurisdiction and comply with them. You will provide us with substantiation of your compliance with this Section 7 if we request it.
- Non-Discrimination. Core has established the Platform reflecting our values, two of the most important being that of inclusion and respect. As such, all Contractors and Users shall be committed to equal employment without regard to age, ancestry, disability, national or ethnic origin, race, religious belief, sex, sexual orientation, gender identity, marital status, political belief, or veteran status. The foregoing applies to all areas of employment, in accordance with applicable federal, state and local laws.
- Compliance with Laws. Contractors and Users agree to comply at all times with all laws, rules, ordinances, executive orders and regulations applicable to their services or trade, and use of the Services.
- Non circumvention. Users acknowledge that, pursuant to agreements between Contractors and Core, Contractors that post Jobs on the Services agree not to engage Users, including any independent workers who have applied to such Jobs through the Services, other than via the Services
- Refer a Contractor. Users may be eligible to participate in our program to refer a friend or a prospective contractor to join the Services. By making a referral, you expressly agree that you have all of the rights necessary to send an invite to your contact.
Creating an account with the Services is free. We may require payment of a fee for use of certain features of the Services and, if we do, we will inform you of the applicable fees and provide you with the applicable terms and conditions before you can use such features of the Services. In the event a Contractor engages a User through the Platform (as an employee or a contractor), Core will charge a fixed fee or percentage of the amount paid to the User, as agreed upon by Core and the Contractor (the “Platform Fee”). Contractors who wish to engage Users through the Platform must provide Core (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update their credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, the Contractor is still liable to pay the charged amount. We retain the right to charge interest on any overdue balance at the rate of 1.5% per month, or the maximum amount permitted by law (if lower). The Contractor will also be responsible for our reasonable costs of collection, including attorneys’ fees, if we deem it necessary to take any legal or administrative action to collect unpaid fees. Core reserves the right to change the terms of registration from time to time. If Core changes its payment structure or implements other payment-related charges for use of the Platform, we will provide advance notice of these changes.
9. Core Operates as an Online Marketplace
- Online Marketplace. Core operates as an online marketplace that allows Contractors to post Jobs to facilitate a connection between such Contractors and Users who wish to perform such Jobs. Core does not perform Jobs and does not employ any service providers to perform Jobs. Users are independent contractors who use the Platform to offer their services and to perform work on Jobs or projects in connection with such Jobs for Contractors. Core is not a party to any service agreement between Contractors and Users. Core has no responsibility for, control over, or involvement in the scope, nature, quality, character, timing, or location of any work or services performed by a User. Core does not control or direct the Users’ performance of their services or set their work locations or work hours. Users provide services under their own name or business name, and not under Core’s name. Users provide their own equipment, labor, tools and supplies to perform their services and Core does not provide the equipment, labor, tools or supplies. Core does not set Users’ hours or terms of work. Users are free to accept or reject Contractors and contracts or any offer of any Job or any project related to any Job. Users are not penalized for rejecting Contractors or contracts or Job offers, though if Users accept a Contractor or contract or Job offer through the Core Platform, they are expected to fulfill their contractual obligations.
- No Restrictions on Users Business Activities. Users are free to maintain other business activities, projects and/or services for third parties without any restrictions from Core and are free to offer and provide their services elsewhere, including providing similar services through competing platforms. Core expressly acknowledges that Users may earn income from other sources and expects that Users will do so.
- No Agency. The Core Platform and Services are not employment agency services or business and Core is not an employer of any User. Users acknowledge and agree that they are responsible for exercising their own business judgment in entering into any contractual arrangements with any Contractors and performing work and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss, and as such, is at the Users’ sole risk.
10. Interactions between Contractors and Users
Core is not responsible for any Contractor’s selection, communication with or subsequent relationship with any User. The decision to hire, engage or to work is solely at the discretion of each such Contractor or User. Core disclaims all responsibility for the accuracy of any Contractor or User information, including Contractor or User personal information or information made available in any Job or project request. While we may assist Contractors or Users with information they provide, each remains solely responsible for the information they publish or discuss on the Platform. All Contractors or Users acknowledge and agree that a Contractor has no obligation to offer or provide work to any User, and that a User has no obligation to accept work from any Contractor and that any interactions between them are at their own risk. Failure by either Contractor or User to fulfill its agreed service to the other remains their respective responsibility and not the responsibility of Core. When Users are interacting with Contractors or other customers or Users of the Platform, each should exercise caution and common sense to protect their respective property and intellectual property.
- User Classification and Withholdings. To the extent that a Contractor offers a Job or work to a User through the Platform, it is the Contractor’s sole responsibility to determine the appropriate work classification status of such User under applicable laws, rules and regulations (including whether the User will be engaged as an employee, independent contractor or otherwise), whether such User is eligible and/or authorized under applicable laws, rules and/or regulations to perform work for the Contractor, and whether such User is otherwise eligible for or entitled to any rights or benefits from Customer under applicable laws, rules and/or regulations. As mentioned above, Core does not employ Users. As such, Core is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal or state withholdings in connection with a User’s use of the Core Platform or Services.
- No Joint Employment. Contractor agrees that under no circumstances is there any joint employment relationship between Core and Contractor. Rather, to the extent that Contractor chooses to hire a User that it locates from use of the Services, Contractor shall be the sole employer to that candidate. Contractor agrees that Contractor will be the sole entity or individual that: (1) hires or fires a candidate or employee; (2) supervises and controls the employee’s work schedule or conditions of employment to a substantial degree; (3) determines the employee’s rate and method of payment; and (4) maintains the employee’s employment records. Contractor agrees that Core does not and will not exercise, directly or indirectly, one or more of any of the elements of control listed above. Contractor agrees that Contractor and not Core will be responsible for payment to any User hired or engaged for any Job.
- User’s Workers. Nothing in these Terms is intended to prohibit any User from using its employees and/or independent contractors or subcontractors to provide any services relating to the completion of any Job or engagement. Core will have no involvement in the hiring, selection or retention of any such employees, independent contractors or subcontractors, or in the terms of their employment, contract, or engagement with any User. Each User also assumes all responsibility and liability for proper classification of such User’s employees, independent contractors and subcontractors based on applicable legal guidelines and that work performed by any such employees, independent contractors and/or subcontractors is performed in a safe manner and in compliance with all applicable laws, rules, regulations, ordinances and executive orders.
- NO BENEFITS. CONTRACTORS AND USERS ACKNOWLEDGE AND AGREE THAT USERS ARE NOT ELIGIBLE FOR, NOR SHALL PARTICIPATE IN, ANY CORE RETIREMENT OR PENSION PLAN, HEALTH OR DISABILITY PLAN, OR OTHER INSURANCE OR FRINGE BENEFIT PLAN OF ANY KIND, AND ARE NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS. USERS SHALL BE OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY AMOUNTS PAID PURSUANT TO ITS CONTRACTUAL RELATIONSHIP WITH ANY CONTRACTOR. FURTHER, USERS SHALL NOT BE ENTITLED TO WORKERS’ COMPENSATION BENEFITS AND USERS WILL MAINTAIN PROPER WORKER’S COMPENSATION INSURANCE COVERAGE AND ANY OTHER INSURANCE COVERAGE (INCLUDING COVERAGE FOR INCLUDING ANY OF ITS EMPLOYEES, INDEPENDENT CONTRACTORS OR SUBCONTRACTORS) REQUIRED IN EACH JURISDICTION IN WHICH THE USER PERFORMS ANY SERVICES, AND IF REQUIRED, USERS ALSO AGREE TO MAINTAIN ANY OTHER REQUIRED INSURANCE.
- COMPLIANCE. CONTRACTORS WILL COMPLY WITH ALL STATE WORKERS’ COMPENSATION LAWS, RULES AND REGULATIONS. CONTRACTORS AGREE TO ABIDE BY ANY AND ALL STATE, LOCAL, AND FEDERAL LAWS AS IT RELATES TO JOB CANDIDATES AND OR EMPLOYEES THAT CONTRACTOR HIRES, INCLUDING BUT NOT LIMITED TO, COMPLIANCE WITH IMMIGRATION, DISCRIMINATION AND HARASSMENT (SEX, RACE, ETHNICITY, COLOR, GENDER, DISABILITY, SEXUAL ORIENTATION, PREGNANCY, RELIGION, GENDER IDENTITY, NATIONAL ORIGIN, ANCESTRY, GENETIC CHARACTERISTIC, MARITAL STATUS, MEDICAL CONDITION, VETERAN STATUS) AND EQUAL CONTRACTOR OPPORTUNITY REQUIREMENTS AND LAWS, AS WELL AS THE FAIR LABOR STANDARDS ACT, PROPER CLASSIFICATION OF WORKERS AS EMPLOYEES, PROPER PAYMENT OF WAGES, PROVISION OF MEAL AND REST BREAKS, PAYMENT OF OVERTIME WAGES, COMPLIANCE WITH PAY DAY AND PAY STUB LAWS AND REQUIREMENTS, THE AMERICANS WITH DISABILITIES ACT, THE FAMILY MEDICAL LEAVE ACT, FAMILIES FIRST CORONAVIRUS RESPONSE ACT, EMPLOYEE RETIREMENT INCOME SECURITY ACT, FEDERAL AND STATE OCCUPATIONAL HEALTH AND SAFETY LAWS (INCLUDING OSHA REGULATIONS), AND ANY OTHER LAWS OR REGULATIONS RELATED TO EMPLOYMENT OR RELATED TO ANY USER’S APPLICATION OR SEEKING EMPLOYMENT WITH ANY CONTRACTOR.
12. Intellectual Property
- Posting Content. Our Services may allow you to store or share content such as text, files, documents and images (for example, in your profile). Anything (other than Feedback) that you post or otherwise make available through the Services is referred to as “User Content”. Core does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to your User Content.
- Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in your User Content under these Terms. You represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Core on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law, rule or regulation.
- Removal of User Content. You can remove your User Content by specifically deleting it. You should know that in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Core’s Intellectual Property. We may make available through the Services content that is subject to intellectual property rights. We retain all rights to that content.
13. Telephone Communications and Agreement to be Contacted.
- Your Consent to Receive Automated Calls/Text (SMS) Messages. You acknowledge and agree that by voluntarily providing your telephone number(s), you expressly agree to receive calls or text messages (which may include prerecorded voice messages, and/or autodialed calls) from Core, or from our agents, partners or independent contractors related to marketing and promotions, your account, registration, upcoming or scheduled Jobs, product alterations, changes and updates, reminders about incomplete or upcoming Jobs, follow ups to any push notifications delivered through our mobile application, any transaction with Core, and/or your relationship with Core. You acknowledge that automated calls or text messages may be made to your telephone number(s) even if your telephone number(s) is registered on any state or federal Do Not Call list. You agree that Core may obtain, and you expressly agree to be contacted at, any email addresses, mailing addresses, or phone numbers provided by you at any time or obtained through other lawful means, such as skip tracing, caller ID capture, or other means. You agree to receive automated calls and text messages from Core, or from its agents, affiliates, partners or independent contractors even if you cancel your account or terminate your relationship with Core, except if you opt-out (see below). You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.
- Opt-Out Instructions. Your consent to receive automated calls and texts is completely voluntary. You may opt-out at any time. To opt-out of text messages, text STOP to any text message you receive or email email@example.com and specify that you want to opt out of text messages. You may also text HELP for help. You acknowledge and agree to accept a final text message confirming your opt-out. To opt-out of automated voice calls (not text messages), you must: (i) provide Core with written notice revoking your consent to receiving automated calls; (ii) in that written notice, you must include your full name and the specific phone number(s) for which you wish to stop automated calls; and (iii) send this written notice to firstname.lastname@example.org. It is your sole responsibility to notify Core if you no longer want to receive automated calls or text messages. You waive any rights to bring claims for unauthorized or undesired calls or text messages by failing to opt-out immediately or by failing to follow these instructions. Please allow up to thirty (30) days to process any opt-out request.
- Fees and Charges. There is no fee to receive automated telephone calls or text messages from Core, our agents, affiliates, partners and independent contractors. However, you may incur a charge for these calls or text messages from your telephone carrier, and data rates may apply, all of which is your sole responsibility. Check your telephone plan and contact your carrier for details. You represent and warrant that you are authorized to incur such charges and acknowledge that Core and agents, affiliates, partners and independent contractors are not responsible for such charges.
- Unauthorized Use of Your Telephone Device. You agree to notify Core immediately if you change your phone number. You must also notify Core immediately of any breach of security or unauthorized use of your telephone device. Although Core and Affiliates, agents and independent contractors will not be liable for losses caused by any unauthorized use of your telephone device, you may be liable for our losses due to such unauthorized use.
- Your Indemnification to Core. You agree to indemnify, defend and hold Core and its agents, affiliates, officers, directors and employees harmless from and against any and all claims, losses, liability, costs and expenses (including reasonable attorneys’ fees) and damages and other costs finally awarded in connection with or as a result of, and for amounts paid under a settlement (“Claim(s)”) in connection with, a Claim, including for any privacy, tort or other claims, including claims under the Federal Telephone Consumer Protection Act or its state law equivalent, relating to your violation or this Section or voluntary provision of a telephone number that is not owned by you and/or your failure to notify Core of any changes in your contact information, including any telephone number. We agree to provide you with notice of any Claim and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests in assisting your defense and settlement of such Claim. Notwithstanding the foregoing, we may choose our own counsel if we pay for the cost of such counsel and you shall not enter into any settlement without our express written consent.
- General. You are responsible for obtaining and maintaining all telephone devices and other equipment and software, and all internet service provider, mobile service, and other services needed to receive calls and text messages. Text messaging may only be available with select carriers with compatible handsets. Your obligations under this Section 13 will survive any expiration or termination of these Terms.
14. General Prohibitions and Core’ Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable laws, rules or regulations or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, Core’s name, any Core trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Core’s express prior written consent;
- Access, tamper with, or use non-public areas of the Services, Core’s computer systems, or the technical delivery systems of Core’s service providers;
- Attempt to probe, scan or test the vulnerability of any Core system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Core or any of Core’s service providers or any other third party (including another user) to protect the Services;
- Attempt to access or search the Services or download content from the Services using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Core or other generally available third-party web browsers;
- Use any meta tags or other hidden text or metadata utilizing a Core trademark, logo URL or product name without Core’ express written consent;
- Use the Services, or any portion thereof, for any commercial purpose (other than as provided in Section 4) or for the benefit of any third party or in any manner not permitted by these Terms;
- Access or use the Services in order to build a similar or competitive product or service;
- Initiate a denial-of-service attack or a distributed denial-of-service attack, or otherwise attempt to interfere with the proper working of the Services;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable laws, rules or regulations; or
- Encourage or enable any other individual or third party to do any of the foregoing.
Core is not obligated to monitor access to or use of the Services or to review or edit any content. However, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable laws, rules or regulations or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
We may suspend or terminate your access to and use of the Services, including suspending access to or terminating your account, at our sole discretion, at any time and without notice to you. You may cancel your account at any time by sending us an email at email@example.com. Upon any termination, discontinuation or cancellation of the Services or your account, the following Sections will survive: 2, 6(a), 7, 8, 9(b), 9(c), 9(e), and 10-24.
- THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,’ WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES (INCLUDING ANY JOB DESCRIPTIONS). WE SPECIFICALLY MAKE NO WARRANTY THAT USE OF THE SERVICES WILL RESULT IN ANY REVENUE OR OTHER BENEFIT TO YOU.
- YOUR USE OF THE SERVICES AND CONTENT ON THE SERVICES, AND YOUR ENGAGEMENT FOR WORK WITH ANY CONTRACTOR IS AT YOUR SOLE RISK AND DISCRETION AND WE EXPRESSLY DISCLAIM ANY AND ALL RESPONSIBILITY OR LIABILITY TO YOU OR ANY THIRD PARTY RELATING THERETO. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES, AND WE EXPRESSLY DISCLAIM ALL RESPONSIBILITY OR LIABILITY FOR ALL TRANSACTIONS BETWEEN USERS AND ALL ACTS OR OMISSIONS OF USERS, CONTRACTORS OR THIRD PARTIES ARISING FROM INTERACTIONS ON THE PLATFORM OR IN THE PERFORMANCE OF ANY SERVICES. WE WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILURE TO PAY USERS FOR SERVICES TRANSACTED THROUGH THE SERVICES, OR FOR ANY TAX LIABILITIES RELATING TO TRANSACTIONS BETWEEN USERS OF THE SERVICES.
You will indemnify and hold Core and its officers, directors, employees and agents, harmless from and against any Claims arising out of or in any way connected with (a) your access to or use of the Services, (b) your User Content, or (c) your violation of these Terms. We agree to provide you with notice of any Claim and allow you the right to assume the exclusive defense and control, and cooperate with any reasonable requests in assisting your defense and settlement of such Claim. Notwithstanding the foregoing, we may choose our own counsel if we pay for the cost of such counsel and you shall not enter into any settlement without our express written consent.
19. Limitation of Liability
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER CORE NOR ITS LICENSORS, SUPPLIERS OR SERVICE PROVIDERS WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CORE OR ITS LICENSORS, SUPPLIERS OR SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
- TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL CORE’S OR ITS LICENSORS, SUPPLIERS OR SERVICE PROVIDERS TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID OR ARE PAYABLE BY YOU TO CORE FOR USE OF THE SERVICES IN THE PRIOR 12 MONTH PERIOD OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO CORE, AS APPLICABLE.
- YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN CORE AND YOU. YOU FURTHER AGREE THAT THE TERMS IN THIS LIMITATION OF LIABILITY SECTION ALLOCATES THE RISKS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.
20. Governing Law and Forum Choice
These Terms and any dispute, claim or controversy related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 21 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Core are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Core each waive any objection to jurisdiction and venue in such courts.
21. Dispute Resolution
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Core agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Core are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions. As limited exceptions to Section 21(a) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Injunctive and Declaratory Relief. Except as provided in Section 21(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
- Class Action Waiver. YOU AND CORE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Core changes any of the terms of this Section 21 “Dispute Resolution” after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Core’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Core in accordance with the terms of this Section 21 “Dispute Resolution” as of the date you most recently accepted these Terms.
- Severability. With the exception of any of the provisions in Section 21(b) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
We both acknowledge that during the course of the transactions contemplated by these Terms, one of the parties (the “Disclosing Party”) may find it necessary or appropriate to share Confidential Information (as defined below) with the other Party (the “Receiving Party”). The Receiving Party will: (i) not use the Disclosing Party’s Confidential Information except for the exercise of its rights or performance of its obligations hereunder; (ii) not disclose such Confidential Information to any third party, other than its employees and consultants who have a “need to know” for the receiving party to exercise its rights or perform its obligations hereunder; and (iii) use at least reasonable measures to protect the confidentiality of such Confidential Information. If the Receiving Party is required by law to make any disclosure of such Confidential Information, the Receiving Party will first give written notice of such requirement to the Disclosing Party, and will permit the Disclosing Party to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Disclosing Party in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party prior to receipt from the Disclosing Party from a source other than one having an obligation of confidentiality to the Disclosing Party; (2) becomes publicly known, except through a breach hereof by the Receiving Party; or (3) is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information. “Confidential Information” means any information provided by one party to the other and concerning such Disclosing Party’s business or operations including, but not limited to, all tangible, intangible, visual, electronic, now existing or future information such as: (a) trade secrets; (b) financial information, including pricing of the Services; (c) technical information, including research, development, procedures, algorithms, data, designs, code, and knowhow; (d) business information, including operations, planning, marketing interests, and products; and (e) all other information which would, due to the nature of the information disclosed or the circumstances surrounding such disclosure, appear to a reasonable person to be confidential or proprietary.
23. General Terms
- International Users. The Services are intended for users located within the United States. We make no representation that the Services are appropriate or available for use outside of the United States. Access to the Services from countries or territories or by individuals where such access is illegal is strictly prohibited.
- Copyright. You may not post, modify, distribute, or reproduce in any way copyrighted material, trademarks, rights of publicity or other proprietary rights without obtaining the prior written consent of the owner of such proprietary rights. We may deny access to the Services to any User who is alleged to infringe another party's copyright. Without limiting the foregoing, if you believe that your copyright has been infringed, please notify us at: email@example.com.
- Consent to Electronic Signatures. By using the Services, you agree to transact electronically through the Platform. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing. You also agree that no certification authority or other third-party verification is necessary to validate your electronic signature, and the lack of such certification or third-party verification will not in any way affect the enforceability of your electronic signature.
- Independent Contractor. The parties are independent contractors and neither party an agent, partner, joint venturer, or employee of the other party. These Terms shall not be interpreted or construed to (i) create an association, joint venture, partnership, agency, trust, lease of property or similar arrangement or relationship between the parties, or (ii) impose any partnership, agency, fiduciary, trust or similar type of obligation or duty on either party.
- No Third Party Beneficiary. No person other than the parties hereto will be entitled to any of the benefits of these Terms or be deemed to acquire any rights hereunder.
- Force Majeure. Neither party shall be liable under these Terms by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, pandemic, or any other cause beyond the reasonable control of such Party; provided, that: (i) the party affected by such force majeure event, as soon as reasonably practicable after obtaining knowledge of the occurrence of such event, gives the other prompt notice describing the event; (ii) the suspension of or extension of time for performance is of no greater scope and of no longer duration than is required by the force majeure event; and (iii) the party affected by such force majeure event uses all reasonable efforts to mitigate or remedy its inability to perform as soon as reasonably possible.
- Export Compliance. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You shall not use the Services in violation of any U.S. export law, rule or regulation.
- Reservation of Rights. Core and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. All of the rights not expressly granted by Core to you pursuant to these Terms are expressly retained by Core and its licensors.
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Core and you regarding the Services, and these Terms supersede and replace all prior oral or written understandings or agreements between Core and you regarding the Services. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Core’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and void. Core may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Notices. Any notices or other communications provided by Core under these Terms will be given: (i) via email; or (ii) by posting to Site or the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
- Notice to California Residents. If you are a California resident, under California Civil Code Section 1789.3, you may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210 in order to resolve a complaint regarding the Services or to receive further information regarding use of the Services.
- Waiver of Rights. Core’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Core. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
24. Contact Information
If you have any questions about these Terms or the Services, please contact Core at firstname.lastname@example.org.