Taskcobra Terms and conditions
Effective Date February 1, 2021
1. Your Acceptance of this Agreement and Amendments to this Agreement
1.1 Introduction and Certain Definitions. These terms and conditions are a binding legal agreement (“Agreement”) between You and Taskcobra, a division of S l i n g t a s k, LLC, a Nevada corporation (hereinafter referred to as “the Company”, “we”, “us”, or “our”). The term “You” or “Your” refers to you, the person or entity creating an account with us. The term “Services” means any service that You provide through www.taskcobra.com (“the Site”) by reviewing and/or completing a Task (as defined below). The term “Task Provider” means any entity who uses the Site to post a Task. The term “Task” means a request by a Task Provider for Services posted on the Site pursuant to the terms and conditions governing Task Providers. The term “Work Product” means the deliverables or other work product You produce by completing a Task.
This Agreement sets forth the terms and conditions which govern Your use of the Site, Your Tasks and Your provision of Services. Before using the Site and offering to provide Services, please read this Agreement carefully and completely, as it contains an agreement to settle disputes through arbitration and other important information about your legal rights, obligations, and remedies. The agreement to arbitrate requires that you submit most claims against us to binding and final arbitration, and that a) you may only pursue claims against us on an individual basis, not as a plaintiff or class member of a class action or similar suit, b) you may only seek relief on an individual basis, and c) you may not be able to have any claims against us resolved by a jury or in a court of law.
1.3 Authority and Eligibility. By using the Site and offering to provide Services, You are representing and certifying to the Company that You are of legal age (at least 18) and are competent to enter into a binding contract under applicable law and are not otherwise prohibited from using the Site and/or offering to provide Services pursuant to the laws of the local or national jurisdiction from which You are accessing or using the Site and/or offering to provide Services. Upon our request, You shall provide us with verification of Your age, identity and other necessary information.
1.4 Modification of this Agreement and all other Terms and Conditions. The Company reserves the right, in its sole and absolute discretion, to change or replace this Agreement and/or any of the Terms and Conditions governing the Site and/or the procedure by which you may offer to provide Services, at any time and from time to time. Any material changes will be effective upon posting of the revised Agreement and/or other Terms and Conditions on the Site. We will attempt to notify you of such changes via the email your provide, but such changes may be made without any other notice of any kind whatsoever. What constitutes a “material change” will be determined in the Company’s sole discretion. You are at all times responsible for reading and understanding each version of this Agreement and all other Terms and Conditions. YOUR CONTINUED USAGE OF THE SITE FOLLOWING THE COMPANY’S POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS AGREEMENT OR ANY OTHER TERMS AND CONDITIONS, YOUR ONLY RECOURSE IS TO TERMINATE YOUR USE OF THE SITE.
1.5 The Company’s Right to Modify Site. Notwithstanding any provision of this Agreement to the contrary, the Company will have the right, in its sole and absolute discretion to impose limits on certain features of the Site or restrict Your access to parts or all of the Site without notice or liability to You. The Company shall have absolute discretion as to whether it permits a particular individual or entity to use or access any of the contents or services available on the Site. The Company will not be liable to You or any third party for any modification, suspension, or discontinuance of the Site. As set forth elsewhere in this Agreement, the Site is provided on an “as is” and “as available” basis. Accordingly, You hereby acknowledge and agree that the Site may not be available at all times and that the Company shall have no liability to You as a result of the unavailability of the Site and/or Your inability to offer to perform Services.
2. Provision of Services by the Company.
2.1 The Company’s Role. The Company has created and maintains an online platform where Task Providers can request Tasks and individuals like You who, if these terms are accepted, can complete Tasks. You are an independent contractor hired and compensated through us or our vendors for the Services rendered.
Aside from Section 4.3, below, relating to the Company’s verification of Work Product and Section 5 below, regarding payment, the Company is not responsible for and will not control the manner in which You operate. The Company will not provide You with any materials or tools to complete any Task other than what is provided in the description of the Task on the Site.
Your use of the Site is at Your own risk. We expect that You will undertake necessary precautions and practices and will use caution and common sense when using the Site and offering to perform Services for Task Providers.
2.2 Tasks. Each Task available to You will be posted to Your account on the Site. The Company shall establish and list the compensation to be paid to You for the satisfactory completion of a given Task. You may skip any Task you do not wish to perform.
3.1 Account Creation. In order to access the Site and offer to provide Services, You must be located in the United States and You must register and create an account (“Account”) and obtain a username and password. Information gathered through the registration process and information related to Your Account will be subject to this Agreement and all other Terms and Conditions. You represent and warrant to the Company that all information provided by You when creating an Account is true, accurate and complete and that You will maintain, at all times, true, accurate and complete updated information related to Your Account. You shall have no right to use the Site or to offer to provide Services unless and until the Company has activated Your Account. Upon the Company’s acceptance and activation of Your account, You will be able to complete Tasks as set forth in Section 4.3 below. Notwithstanding anything to the contrary contained herein, the Company may, without any liability, not offer You any Tasks and/or terminate Your Account and Your access to the Site without notice to You and for any reason or no reason whatsoever, and the Company, its employees, consultants and other agents shall have no liability for taking (or not taking) such actions or decisions.
3.2 Your Responsibility for Your Account. Information related to Your Account, including, without limitation, Your username and password, should be maintained by You in a strictly confidential manner, as You are solely responsible for the access or usage of Your Account by any third parties. Such access or usage is not permitted by us, and it is Your responsibility to advise us if You are aware of any unauthorized access to Your Account or if Your Account information has been made available by You to third parties in a manner that may result in unauthorized usage of Your Account. In our sole and absolute discretion, we may terminate Your Account for any reason (including for reasons related to unlawful or unauthorized usage) and we are under no obligation to retain a record of any terminated Account or any data or information that You may have stored. Your username may not infringe upon the legal rights of any third party, including, without limitation, the intellectual property rights of any third party.
3.3 Security Procedures; Prohibition on Alter-Egos. When accessing the Site and/or Your Account, You are required to use the security procedures currently or hereafter maintained by the Company to confirm that only authorized users gain access to the Site and the Accounts. You are prohibited from utilizing alter-egos or other disguised identities when creating an Account and accessing the Site. All forms of indirect and ‘spoofed’ access are strictly prohibited. You are prohibited from accessing or attempting to access portions of the Site that are not intended for public usage and Your use of any information obtained from non-public portions of the Site is expressly prohibited.
4. Your Use of the Site
4.1 Your Responsibility for Resources. The Company will not provide You with the infrastructure or equipment to access the Site or to offer to provide Services. You, at Your sole cost and expense, are responsible for (a) obtaining and maintaining Your access to the Internet including all charges by internet service providers, (b) obtaining and maintaining a computer system with a browser capable of accessing the Site and with appropriate anti-spyware, anti-malware and antivirus protections to permit You to detect and protect Your computer system from malicious software or other malware, and (c) all costs, expenses and fees incurred to acquire tools or other equipment to access the Site and any other costs or expenses incurred in order to provide Services.
4.2 Acknowledgement of Internet Risks and Associated Obligations. You understand and acknowledge that the Internet is an unsecure medium and some websites may be hostile and attempt to infect Your computer system or software, or deceive You into divulging personal information for illegal purposes. You should never provide personal, sensitive or confidential information requested in any email, including, without limitation, an email requesting such information which purports to be from the Company. All Services provided via the Site are provided at Your own risk and the Company is not responsible for (a) any loss to You caused during or as a result of Your visit to a third party website, (b) any fraudulent email or any other fraudulent activity on the Internet, or (c) any adverse consequences resulting from any virus, spyware or malware infecting Your computer system, including, without limitation, any loss of data, damage to Your computer system, identity theft or any other adverse consequence. You understand that browser protection, anti-spyware, and antivirus software can reduce risk on the Internet, but not eliminate it. You agree to take appropriate measures to protect Yourself from web and email fraud while interacting with the Site.
4.3 Performance of Tasks and Services/Confidentiality. Upon the Company’s acceptance and activation of Your Account, and as long as such Account remains active, You may login to the Site and perform Tasks if we have any Tasks available for You. In order to allow You to determine whether a given Task is of interest to You, all Tasks will contain detailed and clear information regarding the Services to be performed and state the compensation to be paid. If You are not interested in pursuing the Task presented to You, You may skip it. You hereby acknowledge and agree that the Company shall have no obligation to offer You any minimum number of Tasks. You hereby agree to maintain all information received in connection with any Task in strict confidence and to not disclose such information to any third party without the express written consent of the Company. You may not take or share screenshots of any Task or post information about any Task. Your obligation to maintain the confidentiality of any and all information You receive with respect to a given Task shall continue after You skip or complete such Task. You hereby acknowledge and agree that You must perform the Services required by the Task personally and that You are not permitted to transfer such Task to any other individual or entity. You are solely responsible for abiding by the briefing for a given Task and for otherwise determining how to complete any given Task and You hereby acknowledge and agree that the Company shall provide no assistance, direction or supervision with respect thereto. However, You further acknowledge and agree that in the event Your Task does not meet the Company’s standards, such Task may be rejected if deficiencies are not cured as set forth in Section 5.3 below and You will not be entitled to any compensation for rejected Tasks.
4.4 Your Status as an Independent Contractor. You are performing Services as an independent contractor of the Company and not as an employee of the Company or of any Task Provider. Accordingly, You hereby acknowledge and agree that (a) You will not employ any automated methods in performing Services, including, without limitation, robots, scripts, and related methods and instruments, (b) You will complete all Tasks via the Site and not directly to any Task Provider, (c) You are responsible for and shall comply with all laws and regulations applicable to Your provision of Services, including those related to independent contractors, maximum working hours, and taxation, (d) there is no joint venture, partnership, or employer/employee relationship between You and any Task Provider, between You and the Company, or between the Company and any Task Provider, (e) You will not be entitled to any benefits the Company or any Task Provider may offer to their respective employees, including, without limitation, health insurance, vacation pay, or retirement benefits, and (d) You are not entitled to recover worker’s compensation benefits from the Company or any Task Provider in the event of Your injury.
4.5 “Work Made for Hire”. You hereby acknowledge and agree that any Task Provider for whom You provide Services is Your client for purposes thereof. You further acknowledge and agree that any and all work You perform and any and all Work Product you produce for a Task Provider is deemed “work made for hire” pursuant to the intellectual property laws of the United States of America and any other applicable jurisdictions. Accordingly, any and all Services You provide for a given Task Provider shall be deemed to have been provided for the benefit of such Task Provider and the Company, and You hereby agree that all right, title and interest and ownership rights, including, without limitation, worldwide intellectual property rights in the related Work Product, will vest in the applicable Task Provider immediately upon your submission of such Work Product to the Company. Notwithstanding the foregoing, You hereby grant the Company and its affiliates a nonexclusive, royalty-free, perpetual, transferrable, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Work Product throughout the world in any media, now or hereafter devised. If it is determined that You retain any moral rights (including rights of attribution or integrity) in any Work Product, You hereby declare that (a) You do not require that any personally identifying information be used in connection with the Work Product, or any derivative works thereof, (b) You have no objection to the publication, use, modification, deletion and exploitation of the Work Product by the Task Provider for whom such Work Product was produced or by the Company or its 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 Work Product, and (d) You forever release the Task Provider for whom such Work Product was produced and the Company, its licensees, successors and assigns, from any and all claims that You could otherwise assert against such parties by virtue of any such moral rights.
4.6 Representations and Warranties regarding Work Product. You hereby represent and warrant to each Task Provider for whom You provide Services and/or produce Work Product and to the Company that (a) You own and control all of the rights to each item of Work Product that You provide in response to a Task, or You otherwise have the lawful right to post such Work Product to or through the Site, (ii) such Work Product is accurate and not misleading, and (iii) such Work Product does not violate the rights of or cause injury to any person or entity, including, without limitation, the intellectual property rights of any person or entity.
4.7 Provision of Feedback. You acknowledge and agree that the Company will implement systems allowing Us and others to track Your provision of Services and rate Your performance. The Company reserves the right to collect feedback regarding Your performance and to post such feedback on the Site. You agree not to take any actions that may compromise the integrity of such feedback system.
4.8 General Restrictions. You must comply with all applicable laws and all provisions of this Agreement and all other Terms and Conditions when using the Site or offering to provide Services. You will not, and will not permit anyone else to, utilize the Site or any information or other data acquired from Your use of the Site to (a) store, copy, modify, distribute, or resell any of the materials that are part of the Site or compile or collect any materials of the Site as part of a database or other work, (b) use any automated tool, programs, robotic algorithms or products to automatically download or “spider” the Site or any portion thereof, (c) take any action that imposes or may impose an unreasonably or disproportionately large load on our infrastructure, (d) interfere or attempt to interfere with the proper working of the Site or conduct any activities on the Site intended to circumvent, bypass or disable any digital rights management, usage rules, or other security features of the Site or bypass any measures we may use to prevent or restrict access to the Site, (e) threaten the integrity, performance, or availability of the Site, (f) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Site or any materials on the Site, (g) attempt to incite illegal activity or defame, abuse, harass, threaten, intimidate or otherwise violate the legal rights of others, (h) post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any user or attempt to impersonate any other user, (i) create or submit unwanted email or spam to any other user or any URL, (j) access or attempt to access data or materials not intended for You, or (k) attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization. The Company reserves the right to investigate and take legal action against anyone who, in our sole discretion, violates the restrictions set forth in this Agreement, including, without limitation, removing any offending user content, and terminating Your Account and Your access to the Site.
4.9 Fraud and Unacceptable Activity. The existence of Fraud and Unacceptable Activity on the Site will be determined by the Company, in its sole discretion, and shall include, without limitation: (a) any attempts to obtain credit or consideration for Services that were not performed by You; (b) seeking approval grades with respect to clearly unacceptable or poor work; (c) providing false or misleading feedback regarding Your performance or the performance of others; (d) agreeing to or attempting to influence feedback regarding Your performance or the performance of others; (e) any actions that may compromise the integrity of the feedback system; (f) use of any methods in performing Services that are unlawful or unethical; and (g) use of any property, intellectual property or rights of any third party without receiving proper authorization or consent. The Company reserves the right to (a) investigate and take legal action against anyone who, in our sole discretion, violates the restrictions set forth in this Agreement or in any other Terms and Conditions or engages in any Fraud and/or Unacceptable Activity, and/or (b) terminate Your Account and Your access to the Site in the event that You violate the restrictions set forth in this Agreement or in any other Terms and Conditions or engage in any Fraud and/or Unacceptable Activity.
5. Payment Facilitation
5.1 Payment Facilitation Generally. The Company shall process all payments to You. All payments to You will be made through the PayPal payment system and You must provide us with Your PayPal account email in order to receive payment for Services performed. Should You fail to create or maintain such a PayPal account, You will not be paid. Upon the Company’s acceptance and activation of Your Account, as you complete Tasks, Your compensation will be credited until disbursed in accordance with this Agreement. You will be able to view the status of Your balance by logging into Your Account and following the appropriate link(s). The Company will only disburse funds in accordance with this Agreement and all applicable laws and regulations, including, without limitation, the United States Patriot Act and the regulations promulgated by the United States Office of Foreign Asset Control.
5.2 Credit upon Completion of Tasks. Once You complete a Task pursuant to the terms thereof, You shall submit Your Work Product to the Company for our review and approval. Upon Your timely delivery of Work Product to the Company, Your Payment Account will be credited in an amount equal to the compensation to be paid to You for Your successful completion of the applicable Task. Notwithstanding anything to the contrary contained herein, You hereby acknowledge and agree that the Company has no obligation to accept Work Product that the Company determines, in its sole discretion, is deficient in any way. You shall not be entitled to receive funds with respect to any Task unless and until the Company accepts such Task as set forth in Section 5.3 below.
5.3 The Company’s Acceptance or Rejection of Tasks. Upon submission of Your Task, the Company will review such Work Product to confirm compliance with the applicable Task. If the Company’s review indicates deficiencies with Your Work Product, the Company will notify You that such Task had deficiencies and payment for that Task will not be credited to Your Account. In the event the Company accepts Your Work Product upon submission, then Your Payment Account will be permanently credited and You will be entitled to payment in accordance with Section 5.4 below. If the Company accepts Your Work Product but then discovers in its sole discretion that you committed fraud or otherwise breached this Agreement and our Terms and Condition, You agree that that the Company may deduct fraudulent earnings from Your account and pursue any and all other legal remedies.
5.4 Disbursements from Your Account. The Company will disburse funds from Your Account to the PayPal account you submitted on Thursday of each week (each, a “Payment Date”); provided, however, that You shall not be entitled to a disbursement to Your PayPal account on any given Payment Date unless Your Payment Account contains at least $10.00 as of such Payment Date. You do not have any rights to the funds in Your Account unless Your account balance is at least $10.00. If a Payment Date is a bank holiday, the Company will still disburse Your funds, but it will take additional time for them to appear in Your bank account. You shall not hold the Company liable for any delays caused by PayPal in how long it takes for Your funds to appear in Your PayPal account.
5.5 Delay of Payments and Results of Termination of Account. The Company reserves the right to delay or refuse to transfer or disburse any amounts in the event the Company believes that You are in violation of this Agreement or any other Terms and Conditions. In the event the Company terminates Your Account because You have violated this Agreement or any other Terms and Conditions, all Tasks that You have completed but that You have not been paid for shall be deemed to be rejected and You shall not be entitled to any payment therefor.
5.6 The Company’s Responsibility for Payments. The Company shall only be responsible for transferring or disbursing funds pursuant to the terms of this Agreement.
5.7 PayPal Acknowledgement. You hereby acknowledge and agree that the Company has no affiliation with PayPal, makes no representations or warranties regarding PayPal or its services, and has no ability to control or exert influence over PayPal or its websites, systems or services. The Company shall not be responsible for any fees, costs and/or expenses You may incur in connection with Your use of PayPal and shall not be liable for any losses You may incur as a result of PayPal’s performance or failure to perform.
6. Compliance with Laws.
6.1 Taxes. Except as expressly set forth herein with respect to the Company’s preparation of applicable tax documentation (i.e., a Form 1099), You agree that it is Your responsibility to determine any and all taxes and duties, including, without limitation, sales, use, transfer, value added, withholding and other taxes and/or duties assessed, incurred or required to be collected, paid or withheld for any reason in connection with any Task or performance of Services, or Your use of the Site, or otherwise in connection with any action, inaction or omission of You or any of Your affiliates, or any of Your affiliates respective employees, agents, contractors or representatives (“Taxes”) and to collect, withhold, report, and remit correct Taxes to the appropriate tax authorities, and to otherwise be responsible for the collection and payment of any and all Taxes. EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO THE COMPANY’S PREPARATION OF APPLICABLE TAX DOCUMENTATION, YOU ALSO ACKNOWLEDGE AND AGREE THAT THE COMPANY AND ITS AFFILIATES HAVE NO OBLIGATION TO DETERMINE WHETHER TAXES APPLY AND THAT THE COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR THE COLLECTION, REPORTING OR REMISSION OF ANY TAXES ARISING FROM ANY TRANSACTION BETWEEN ANY TASK PROVIDER AND YOU.
6.2 Permits. You acknowledge and agree that it is Your responsibility to determine whether and to what extent any permits, registration, authorizations and/or filings (including, without limitation, with respect to the transfer of technology) are required by any governmental agency in any jurisdiction in which You have performed Services (collectively, “Permits”). YOU ALSO ACKNOWLEDGE AND AGREE THAT THE COMPANY AND ITS AFFILIATES HAVE NO OBLIGATION TO DETERMINE WHETHER ANY SUCH PERMITS APPLY TO ANY TRANSACTION BETWEEN ANY TASK PROVIDER AND YOU.
6.3 Compliance with Laws Generally. The Site may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations of any jurisdiction in which You perform Services. Your compliance with applicable laws is not limited to jurisdictions within the United States (including US Federal law) but also the laws, regulations and ordinances of the jurisdiction from which You access the Site or perform Services.
7. Disclosure of Information; Preparation of Tax Notices.
7.2 Your Use of Data and Communications. You may only use information or other data obtained from Your use of the Site to the extent necessary for You to use the Site in compliance with this Agreement and all other Terms and Conditions. Without limiting the foregoing, You may not use information or other data obtained from Your use of the Site for purposes of solicitation, advertising, marketing, unsolicited email or spamming, harassment, invasion of privacy, or other objectionable conduct. Further, You hereby acknowledge and agree that, unless otherwise expressly agreed by the Company in writing, the Company will not provide You any contact or personal information regarding any Task Provider, and You hereby agree not to seek such information. You agree that You will only submit Work Product via the Site and You will not knowingly contact, attempt to contact, or contract with any Task Provider other than via the Site. You agree to pay us $5000 as an administration fee if we discover that You have breached this Section 7.2, in addition to any loss of revenue.
8. No Warranties; Limitation of Liability
8.1 Use at Your Own Risk. Any use of the Site, reliance upon any of the information received or provided in connection therewith, any offer to provide Services, any performance of Services, and any use of the Internet generally shall be at Your sole risk. The Company disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of Tasks and of information accessible by use of the Site. In no event shall the Company’s provision of the Site be deemed or otherwise interpreted as the Company’s guaranty, recommendation, referral, sanction or endorsement of any person, product or service. IN ALL INSTANCES, YOU ARE ADVISED AND ENCOURAGED TO SEEK OR CONSULT LEGAL COUNSEL AND/OR OTHER PROFESSIONAL ADVICE AS NECESSARY OR APPROPRIATE.
8.2 “As Is” and “As Available”. THE SITE (INCLUDING INFORMATION PROVIDED IN CONNECTION THEREWITH) IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. THE COMPANY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. THE COMPANY DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, TIMELINESS AND PERFORMANCE OF THE SITE, AND ANY INFORMATION, ADVICE OR COMPENSATION OBTAINED FROM TASK PROVIDERS AND THE TIMELINESS THEREOF THROUGH THE USE OF THE SITE OR ANY LINKS PROVIDED THEREBY. FURTHERMORE, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR THE CONSEQUENCES OF ANY INTERRUPTION OF THE SITE OR ANY ERRORS.
8.3 No Representations or Warranties. NEITHER THE COMPANY, NOR ITS AFFILIATES, MAKES ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (A) THE OPERATION OR PERFORMANCE OF THE SITE, (B) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR PROVIDED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, MATERIAL, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE SITE, OR (C) THE INTERNET GENERALLY.
8.4 Disclaimer of Damages. UNDER NO CIRCUMSTANCES SHALL THE COMPANY, OR ITS AGENTS, AFFILIATES, SUPPLIERS OR PARTNERS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, LOST PROFITS, OR SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR YOUR PROVISION OF SERVICES, WHETHER THE DAMAGES ARE FORSEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.5 Limitation of Liability. WITHOUT LIMITING THE FOREGOING, THE COMPANY’S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT AND YOUR USE OF THE SITE AND PROVISION OF SERVIES TO TASK PROVIDERS SHALL NOT EXCEED THE AMOUNT THE COMPANY HAS PAID YOU IN CONNECTION WITH YOUR PERFORMANCE OF SERVICES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
8.6 Jurisdictional Limitations. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION AND THAT MAY NOT BE LIMITED BY THESE TERMS. YOU ACKNOWLEDGE AND AGREE THAT TO THE EXTENT PERMISSIBLE UNDER APPLICABLE LAW, YOU WAIVE ANY SUCH STATUTORY RIGHTS WITH RESPECT TO IMPLIED WARRANTIES.
You hereby agree to indemnify and hold harmless the Company and its affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys’ fees actually incurred) arising out of or related to any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity (a “Claim”) that arises out of or relates to: (a) any actual or alleged breach of Your representations, warranties, or obligations set forth in this Agreement (or any other violation this Agreement or the Terms and Conditions); (b) Your use of the Site, Your Tasks or Your provision of Services; and/or (c) Your violation of any law, or Your violation of the rights of any third party, including, without limitation, Your infringement or alleged infringement of any intellectual property or other right of any person or entity. The foregoing indemnification obligations shall survive any termination of this Agreement. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You, which will not excuse Your indemnity obligations under this Section 9. You agree not to settle any matter subject to the foregoing indemnification obligations without the express written consent and approval of the Company.
Your access to the Site, Your Account, and this Agreement may be suspended or terminated by the Company at any time for any reason or no reason, with or without prior notice, without liability to the Company. Notwithstanding the foregoing or anything to the contrary contained herein, obligations and liabilities that arose prior to termination shall survive the termination of Your access to the Site, Your Account, and this Agreement.
11. Remedies Available to the Company.
11.1 The Company reserves the right to seek any and all remedies available at law or in equity in connection with Your violation of this Agreement.
11.2 We reserve the right to investigate complaints or reported violations of this Agreement and any other Terms and Conditions and to take any action we deem necessary and appropriate. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties. In addition, we may take action to disclose any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, usage history, IP addresses and traffic information.
11.3 You agree that monetary damages may not provide a sufficient remedy to us for violations of this Agreement or any other Terms and Conditions and You consent to injunctive or other equitable relief for such violations.
12. Copyright Rights.
The Company respects the copyright rights of others, and we ask our users and other third parties to do the same. In appropriate circumstances and at our discretion, we may remove, suspend, terminate access, or take other appropriate action against users or other third parties who infringe the copyright rights of others.
13.1 Assignment. You may not assign this Agreement or any of Your rights herein, and any attempt to do so is null and void.
13.2 Severability. If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
13.3 Notices. You consent to the use of electronic means to complete this Agreement and to provide You with any notices related to this Agreement. You also consent to the use of electronic records to store information related to this Agreement and Your use of the Site.
Any notices to the Company must be sent in writing to the Company, 8076 W Sahara Ave, 2nd Floor, Las Vegas, NV 89117, via first class mail return receipt, with a copy to firstname.lastname@example.org, and are deemed given upon signed receipt.
13.4 Governing Law. These Terms and any claim, cause of action, dispute or proceeding (“Claim”) arising out of or related to this Agreement, with the exception of the mutual agreement to arbitrate disputes, which shall be governed by the federal arbitration act, shall be governed by the laws of the State of New York, without regard to choice of law principles and you irrevocably agree (a) that any and all such disputes shall be adjudicated exclusively in the federal and state courts located in New York County, New York, (b) you hereby irrevocably consent to jurisdiction in those courts for such purposes, and (c) You further agree to waive any objection to venue in such courts and any objection to such courts based on the ground of inconvenient forum. Subject to the arbitration terms and conditions set forth below, you agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, or you have otherwise violated any of your use and access restrictions above, in which case the parties acknowledge and agree that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. You also agree that ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THESE TERMS, THE SITE OR THE CONTENT OR SERVICES MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CLAIM OR CAUSE OF ACTION ARISES OR SUCH CLAIM OR CAUSE OF ACTION SHALL BE BARRED.
13.5 Arbitration and Equitable Relief.
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Pre-Arbitration Dispute Resolution
We wish to resolve disputes amicably and efficiently, and most concerns can be resolved by emailing us at email@example.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Taskcobra should be sent to 8076 W Sahara Ave, 2nd Floor, Las Vegas, NV 89117, Attention: Arbitration (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you and the Company do not resolve the claim within sixty (60) calendar days after the Notice is received, you or the Company may commence an arbitration proceeding. During the pre-arbitration, the amount of any settlement offer made by us or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.
You and the Company mutually agree to resolve any legal disputes, past, present or future, between them, or between you and any of the Company’s employees, agents, parents, subsidiaries, affiliates, successors, or assigns, exclusively through final and binding arbitration instead of a court or jury trial. The parties agree that this arbitration agreement is governed by the U. S. Federal Arbitration Act (9 U.S.C. §§ 1-16). However, if despite the parties’ agreement in the preceding sentence the Federal Arbitration Act is found not to apply, this arbitration agreement will be governed by New York law. Except as specifically provided below with respect to the Class and Representative Action waiver, this arbitration agreement shall apply to any and all claims arising out of or relating to this Agreement (including without limitation the scope, enforceability, validity, or conscionability of this arbitration agreement itself), Your classification as an independent contractor, Your provision of services to the Company or its clients, the payments You received by providing services to the Company or its clients, the termination of this Agreement, and all other aspects of Your relationship with the Company.
Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as otherwise provided by an Act of Congress are excluded from the coverage of this Agreement.
Private attorney general representative actions brought on behalf of the state under the California Labor Code are not arbitrable, but a claim you bring on your own behalf as an aggrieved employee for recovery of underpaid wages or penalties (as opposed to a representative claim for civil penalties) is arbitrable.
(a) If either party initiates arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period for the claim or claims asserted. This demand for arbitration must include (i) the name and address of the party seeking arbitration, (ii) a statement of the legal and factual basis of the claim, and (iii) a description of the remedy sought. A party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to the Company should be sent to 8076 W Sahara Ave, 2nd Floor, Las Vegas, NV 89117, Attention: Arbitration (“Notice Address”).
(b) Class Action Waiver. The Company and you mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim in court that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by the court and not by an arbitrator. In any case in which (i) the dispute is filed as a class or collective action and (ii) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) You agree and acknowledge that entering into this arbitration agreement does not change Your status as an independent contractor in fact and in law, that You are not an employee of the Company or our clients and that any disputes in this regard shall be subject to arbitration as provided in this arbitration agreement.
(d) Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) (“JAMS Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute or a retired judge.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in New York, New York.
(3) Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. However, in all cases where required by law, the Company will pay the Arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned between the parties in accordance with said applicable law, and any disputes in that regard will be resolved by the Arbitrator.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state, federal or local law, as may be applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the applicable substantive law governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
(8) A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
(e) This Agreement does not prevent You from filing unfair labor practice charges with the National Labor Relations Board (www.nlrb.gov). Nothing in this Agreement prevents You from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Agreement prevents the investigation by a government agency of any such report, claim or charge.
(f) The JAMS Rules may be found at https://www.jamsadr.com/rules-comprehensive-arbitration/ or by searching for “JAMS Comprehensive Arbitration Rules” using a service such as www.Google.com.
(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.
(h) This arbitration agreement may be acknowledged and agreed to electronically, and its validity shall not be affected thereby. A copy of this agreement may be used in lieu of an original for any purpose.
13.6 Waivers. The Company will not be considered to have waived any of its rights or remedies, or any portion thereof, unless the waiver is in writing and signed by an authorized representative of the Company. The Company’s failure to enforce the strict performance of any provision of this Agreement or any other Terms and Conditions shall not constitute a wavier of the Company’s right to subsequently enforce such provision or any other provisions of this Agreement or any other Terms and Conditions.
13.7 Survivability. Terms and conditions of this Agreement which by their express language or by their sense and context survive the termination or cancellation of this Agreement will so survive.
13.8 Entire Agreement. This Agreement, as supplemented by any Task description, together with all other Terms and Conditions constitute the entire agreement between You and the Company with respect to the subject matter contained herein.