By accessing the Company Services, you agree to be bound by the Terms. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by these Terms. By clicking on “Accept” or a similar button, you expressly represent that: (a) you have read, understand, and agree to be bound by the Terms; (b) you are of legal age to form a binding contract with Company; and (c) you have the authority to agree to be bound by these Terms. Company reserves the right to deprecate, change, end, or pause, in whole or in part, the Worker App as well as any Company Services. If you do not agree to these Terms, you may not access or use the Company Services. These Terms expressly supersede prior agreements or arrangements between you and the Company. Company may immediately terminate these Terms or any Company Services with respect to you, or generally cease offering or deny access to the Company Services or any portion thereof, at any time for any reason.
IMPORTANT: PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW IN SECTION 13.1 CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS, THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION IN SECTION 13) AND YOU HAVE FULLY CONSIDERED THE CONSEQUENCES OF THIS IMPORTANT DECISION.
New or additional terms or changes may apply to your receipt of Company Services and may be instituted from time to time. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or via the Worker App. Your continued receipt of Company Services, as amended, after such notice has been given constitutes your acceptance of those new or additional terms or changes. If you do not agree to the new or additional terms or changes, you may close your account or cease receiving the Company Services.
Company The Company provides a service that matches individual workers (“Workers”) with (a) Staffing Organizations that may employ the Worker; and (b) Businesses that may require the services on a temporary basis of Workers employed by Staffing Organizations (terms defined below). YOU ACKNOWLEDGE AND AGREE THAT YOU ARE A “WORKER” FOR PURPOSES OF THIS AGREEMENT AND AGREE TO BE BOUND TO ALL THE TERMS APPLICABLE TO A WORKER. YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE STAFFING SERVICES AND DOES NOT EMPLOY YOU.
1.1 “Addendum” means an addendum to this Agreement setting forth additional Territory-specific and/or service-specific terms, as made available and as updated by Company from time to time.
1.2 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
1.3 “Business” means an entity to which Company provides on-demand lead generation and technology tools that enable the entity to request Workers for a Shift.
1.4 “Company Data” means all information related to the access and use of the Worker App hereunder, including all information related to your receipt of Company Services via the Worker App and your Credentials.
1.5 “Company Services” means the services which you are provided by Company pursuant to these Terms, including but not limited to use of the Worker App.
1.6 “Confidential Information” has the meaning set forth in Section 6.1.
1.7 “Credentials” means the authentication or login information that enables you to use or access the Worker App.
1.8 “Intellectual Property” means all confidential or proprietary information or rights, including inventions, ideas, trade secrets, computer programs, formulae, industrial processes, business plans and strategy, data, materials, know-how, patents, design patents, patent and design applications, registered designs, copyrights, trademarks, and all similar results of intellectual effort, whether developed by, owned by, or licensed to a party.
1.9 "Government Entity" means any (a) national, state, or local government; (b) board, commission, department, division, instrumentality, court, agency, or political subdivision thereof; or (c) association, organization or institution of which any of the entities listed in (a) or (b) is a member or to whose jurisdiction any such entity is subject.
1.10 “Law” means (a) statute, decree, constitution, regulation, order, or any directive of any Government Entity; (b) treaty, pact, compact, or other agreement to which any Government Entity is a signatory or party; (c) judicial or administrative interpretation or application of any of the foregoing; or (d) any binding judicial precedent having the force of law.
1.11 “Location” means the physical or assigned location(s) where Worker provides services to Business during the Shift.
1.12 “Payment Terms and Conditions” means the terms and conditions located in the Worker App that a Worker agrees to in order to receive payment through the Worker App.
1.13 “Shift” means a specified shift, discrete period of time, or project need for which a Business requests a Worker.
1.14 “Shift Requirements” means information related to a Shift, including but not limited to requisite skill set(s), name and phone number of Customer’s point of contact who will be available during the applicable Shift, the Location, Shift start time, mandatory attire, and number of hours per Shift.
1.15 “Staffing Organizations” means one or more third-party staffing organizations that will employ Workers.
1.16 “Technology Integrator” means (a) a third-party entity engaged by Company for technology integration and facilitation of Company Services and/or (b) an entity that conducts Worker background checks.
1.17 “Uber” means Uber Technologies, Inc. (“UTI”) and all Affiliates, including but not limited to, Uber Works Inc., Rasier LLC, Rasier-CA LLC, Portier LLC, Uber Technologies Inc., Uber USA LLC, and Social Bicycles LLC.
1.18 “Uber Works Marks” means Company’s or their respective licensors’ company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights.
1.19 “Wages” shall mean payment, bonuses, incentives, or other compensation, in each case for Worker Services.
1.20 “Worker App” means (a) the mobile application provided by Company that enables Workers to, among other things, view and claim available Shifts and (b) all related Intellectual Property.
1.21 “Worker Services” means your provision of services to or on behalf of Businesses via the Company Services.
1.22 “Your Device” means a mobile device owned or controlled by you on which the Worker App has been installed as authorized by Company solely for the purpose of receiving Company Services.
2. Your relationship with Company, Staffing Organization, and Business
2.1 Your relationship with Company. By receiving Company Services, you acknowledge and agree that you and Company are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Company agree that nothing in this Agreement should be construed to create: (a) an employer-employee relationship or (b) a joint venture, franchisor-franchisee, partnership, or agency relationship or (c) any other relationship other than that of an independent contractor between you and Company. You have no authority to bind Company, and you will not undertake to represent yourself as an employee, agent, or authorized agent of Company. Company does not, and shall not be deemed to, supervise, direct, or control you generally or in your performance under this Agreement specifically, including in connection with your receipt of Company Services. You acknowledge and agree that: (a) you have no authority to enter into any agreement or contract that binds Company or creates obligations on the part of Company; and, (b) you are not eligible for any Company employee benefits, including but not limited to group insurance or pension plans, and, to the extent that you otherwise would be eligible for any Company employee benefits, except for the express terms of this Agreement, you expressly decline to participate in such Company employee benefits. Company retains the right to deactivate or otherwise restrict you from accessing or using the Worker App or the Company Services in the event of a violation of this Agreement or the User Guidelines as set forth at http://works.co/communityguidelines, your disparagement of Company or any of its Affiliates, fraudulent activity, or your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation, or business as determined by Company. If you are deactivated or your access is restricted, you may provide to Company proof that your violation or activity is excused or inadvertent, and Company may in its sole discretion reactivate your account and/or permit access.
2.2 Your relationship with Staffing Organization. You acknowledge and agree that you will enter into an employee-employer relationship with Staffing Organizations. You agree to be bound by an agreement between you and Staffing Organization and you will represent yourself as an employee of Staffing Organization and not Company. Staffing Organization shall be deemed to, supervise, direct or control you generally or in your performance in performance of the Worker Services. You acknowledge and agree that you are eligible for Staffing Organization employee benefits and that all of your wages will be paid to you by Staffing Organization.
2.3 Your relationship with Business. You acknowledge and agree that your provision of Company Services to Businesses creates a direct business relationship between you and the Business. Company is not responsible or liable for the actions or inactions of a Business or a patron of Business in relation to your engagement with Business facilitated by Company Services or otherwise. You shall have the sole responsibility for any obligations or liabilities to Businesses, patrons of Businesses, or other third parties that arise from your provision of Company Services. You acknowledge and agree that: (a) you are solely responsible for taking such precautions as may be reasonable and proper (including proper attire, and understanding the nature of a Shift) regarding any acts, omissions, or requirements of a Business, a patron of a Business, or other third party; and (b) Company may release your contact and/or personal information to a Business upon such Business’ reasonable request (eg, in connection with an incident during or after a Shift). By accepting Company Services, you acknowledge and agree that you are an independent contractor to Business. You agree that nothing in this Agreement should be construed to create: (a) an employer-employee relationship or (b) a joint venture, franchisor-franchisee, partnership, or agency relationship; or (c) any other relationship other than that of an independent contractor between you and Business. You will not undertake to represent yourself as an employee, agent, or authorized agent of Business. Business does not, shall not, and shall not be deemed to, supervise, direct or control you generally or in your performance in performance of the Company Services. You acknowledge and agree that: (a) you have no authority to enter into any agreement or contract that binds Business or creates obligations on the part of Business; and (b) you are not eligible for any Business employee benefits, including but not limited to group insurance or pension plans of Business and, to the extent that you otherwise would be eligible for any Business employee benefits, except for the express terms of this Agreement, you expressly decline to participate in such Business employee benefits.
3. Company Services
3.1 Your Account. In order to receive and use Company Services, you must register for and maintain an active user account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Company in writing, you may only possess one Account. 3.1.1 Personal Information. Account registration requires you to submit to Company certain personal information, such as your name, address, mobile phone number, and age, and may also permit you to provide other personal information such as your work experience, educational background, skills, and certifications (collectively “Personal Information”). Company may assist Staffing Organization with pre-hire functions which may include facilitation through a Technology Integrator for the collection of other personal information, including but not limited to your Social Security Number, home address, driver’s license, and date of birth (collectively, “Additional Personal Information” and together with the Personal Information, the “PII”). Company will not store or otherwise compile any of your Additional Personal Information and will only serve as a facilitator between Staffing Organization and Technology Integrator for such collection. You represent and warrant that: (a) you will maintain accurate, complete, and up-to-date PII; (b) you have all necessary rights, title, and interest to convey Personal Information to Company and Additional Personal Information to Technology Integrator and Staffing Organization; and (c) you will certify that the use of such Personal Information by Company and Additional Personal Information by Technology Integrator and Staffing Organization does not infringe the rights (including Intellectual Property rights) of any third party(ies). Your failure to maintain accurate, complete, and up-to-date PII may result in your inability to access or use Company Services. You hereby consent that a Staffing Organization Supplier may provide to Company, and/or, if another Staffing Organization has been designated as a current or prospective employer of record of you, such other Staffing Organization, any or all of your Additional Personal Information provided to, or in the possession, custody, or control of Staffing Organization for purposes of providing the Company Services. 3.1.2 User Content. In addition to the PII set forth in Section 3.1.1, Company may, in Company’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Company through the Worker App textual, audio, and/or visual content and information, including commentary and feedback related to the Company Services, initiation of support requests, and submission of entries for competitions and promotions (collectively, "User Content"). Any User Content provided by you remains your property. However, by providing User Content to Company, you grant Company a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Company Services and Company’s business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. You represent and warrant that: (a) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Company the license to the User Content as set forth above; and (b) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Company’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any Law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Uber in its sole discretion, whether or not such material may be protected by Law. Company may, but shall not be obligated to, review, monitor, or remove User Content, at Company’s sole discretion and at any time and for any reason, without notice to you.
3.2 User requirements and conduct. Company Services are not available for use by persons under the age of 18. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all Laws when accessing or using the Company Services. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Company Services, and you agree that you may be denied access to or use of the Company Services if you refuse to provide proof of identity or other method of identity verification.
3.3 Eligibility. You acknowledge and agree that at all times, if you choose to receive Company Services, and accept and perform Shifts, you shall possess the appropriate and current level of training, expertise and experience to perform such work in a professional manner with due skill, care and diligence. You acknowledge and agree that, subject to your consent to the extent required by applicable Law, you may be required to provide a social security number, valid driver's license, and/or government issued identification, and/or be subject to certain background checks, from time to time, in order to qualify and remain eligible to receive Company Services. You acknowledge and agree that Company reserves the right to deactivate or otherwise restrict you from accessing or using the Worker App or the Company Services, or if you fail to meet the requirements set forth in this Agreement.
3.4 Credentials. To access the Worker App, you will need to create Credentials. To prevent fraud and help ensure your safety, you agree that you will maintain your Credentials in confidence and not share your Credentials with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Credentials or the Worker App.
3.5 Devices. Company encourages you to use Your Device in receiving Company Services. 3.5.1 Worker App interaction with Your Device: You are solely responsible for the acquisition, cost and maintenance of Your Device as well as any necessary wireless data plan. Company, its Affiliates, or their respective licensors hereby grant you a personal, non-exclusive, non-transferable license to install and use the Worker App on Your Device solely for the purpose of receiving Company Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Worker App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Worker App from Your Device in the event that you permanently cease to receive Company Services using Your Device. You agree that: (a) use of the Worker App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (b) use of the Worker App on Your Device may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN. 3.5.2 Location-based services. You acknowledge and agree that your geo-location information must be provided via Your Device in order to receive Company Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the Worker App; and (b) your approximate location may be displayed to the Company before and during the provision of Company Services. In addition, Company and its Affiliates may monitor, track and share with third parties your geo-location information obtained by the Worker App and Your Device for safety and security purposes.
4. Payment for your Services
4.1 Worker Payment. You acknowledge that the Wages are the only payment you will receive from Staffing Agency in connection with provision of Worker Services and that the Wages do not include any gratuity which you may or may not receive. Payment amounts are displayed in the Worker App, but are not paid to you by Company. There will be an amount listed for each Shift. The Wages are the total amount you could be paid for your completion of that particular Shift. Any dispute you have related to Wages paid to you should be discussed with the Staffing Organization, as Staffing Organization has exclusive control over your Wages. All questions related to payments, including but not limited to frequency of payment, method of calculating payments, withholdings, or calculations must be directed to Staffing Organization.
4.2 Cancellation of Shift. You acknowledge and agree that Businesses may elect to cancel requests for Worker Services that have been accepted by you via the Worker App at any time prior to your arrival for the Shift. In the event that a Business cancels an accepted request for Worker Services or you are unable to perform the Shift based on Business’ cancellation, any Wages owed to you for the cancelled shift under applicable Law shall be paid to you by your employer, Staffing Organization. Any Wages paid to you by your employer, Staffing Organization for aforementioned cancelled Shift will be remitted to you as per your payment arrangement with the Staffing Organization, as with all other Wages earned from Shifts obtained through the Worker App.
5. Proprietary rights; license
5.1 License Grant. Subject to the terms and conditions of this Agreement, Company, its Affiliates, or their respective licensors hereby grant you a royalty-free, non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Worker App. All rights regarding the use of the Worker App not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.
5.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Worker App in any way; (b) modify or make derivative works based upon the Company Services or Worker App; (c) improperly use the Worker App, including creating Internet “links” to any part of the Worker App, “framing” or “mirroring” any part of the Worker App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Worker App; (d) reverse engineer, decompile, modify, or disassemble the Worker App, except as allowed under applicable Law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Worker App to: (a) design or develop a competitive or substantially similar product or service; (b) copy or extract any features, functionality, or content thereof; (c) launch or cause to be launched on or in connection with the Worker App an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Worker App; or, (d) attempt to gain unauthorized access to the Worker App or its related systems or networks.
5.3 Ownership. Worker App, Company Data, and all related intellectual property rights, including the Uber Works Marks, are and shall remain (as between you and Company) the property of Company, its Affiliates, or their respective licensors. Neither this Agreement nor your use of the Worker App or Company Data conveys or grants to you any rights in or related to the Worker App, Company Data, or related intellectual property rights, including the Company Names, Marks, and Works, except for the limited license granted in Section 5.1 above as otherwise limited by the Agreement. Company, its Affiliates, and their licensors do not authorize or provide a license to you to use, apply to register, reference, use, or copy, in any manner for any purposes, the Uber Works Marks alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except for the limited license granted in Section 5.1 above as otherwise limited by the Agreement. You agree that you will not apply to register, use, copy, and/or claim ownership in the Uber Works or UBER Marks, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works or in any confusingly or substantially similar mark, name, title, or work, except as may be permitted in the limited license granted in Section 5.1 above as otherwise limited by the Agreement.
6.1 Exposure. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, Credentials, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. Confidential Information also includes all information disclosed to you related to the Business for which you complete Worker Services.
6.2 Property of disclosing party. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable Law and, with respect to Company, its internal record-keeping requirements).
6.3 Not confidential. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto.
8. Representations and warranties; disclaimers
8.1 By you. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all Laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide any Worker Services pursuant to this Agreement.
8.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE WORKER APP ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE WORKER APP: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR WORKER SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON- DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF BUSINESSES THAT MAY REQUEST OR RECEIVE WORKER SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE BUSINESSES. YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY BUSINESS, ANY STAFFING ORGANIZATION, ANY WORKER, OR OTHER THIRD PARTY. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE COMPANY SERVICES OR WORKER APP. COMPANY DOES NOT REPRESENT, WARRANT OR GUARANTEE THE SAFETY OF SHIFT. NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM BUSINESSES ON YOUR BEHALF AS SET FORTH ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER, ANY BUSINESS OR OTHER THIRD PARTY.
8.3 No Service guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE WORKER APP OR COMPANY SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE WORKER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (eg, DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE WORKER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, COMPANY SERVICES FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
9.1 Indemnification of Company. You agree to indemnify and hold Company, its Affiliates, Staffing Organization, Technology Integrator, and Customer, and their respective officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (a) your use or misuse of the Company Services or services, relationships, transactions, or Shifts obtained or maintained through your use of the Company Services; (b) your breach or violation of any of these Terms (c) breach of your representations or warranties set forth herein; (d) your use of the Company Services; (e) a claim that is directly or indirectly related to your provision of Worker Services; (f) Company’s use of the Personal Information, Technology Integrator’s or Staffing Organizations use of the Additional Personal Information; or (g) your violation of the rights of any third party, including Staffing Organizations, Businesses, Technology Integrators, and users or customers of Businesses.
10. Limits of Liability
10.1 COMPANY, TECHNOLOGY INTEGRATORS,AND BUSINESSES, AND THEIR RESPECTIVE AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE COMPANY SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF COMPANY, TECHNOLOGY INTEGRATORS OR BUSINESSES, EVEN IF COMPANY, TECHNOLOGY INTEGRATORS, OR BUSINESSES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 COMPANY, TECHNOLOGY INTEGRATORS, AND BUSINESSES SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES. COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES ARISING OUT OF ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY, INCLUDING STAFFING ORGANIZATIONS AND BUSINESSES, INCLUDING STAFFING ORGANIZATION’S FAILURE TO PROPERLY OR TIMELY PAY WAGES TO YOU, PROVIDE BENEFITS TO YOU, OR DEDUCT TAXES FROM WAGES OR BENEFITS AS REQUIRED BY LAW, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY, TECHNOLOGY INTEGRATORS, BUSINESSES, AND STAFFING ORGANIZATIONS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND COMPANY'S, BUSINESSES’, OR STAFFING ORGANIZATIONS’ REASONABLE CONTROL.
11. Term and termination
11.1 Term. This Agreement shall commence on the date executed by you and shall continue until terminated as set forth herein. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement specifies that you have the right to choose when to utilize Company Services and each Shift request you accept via the Worker App is treated as a separate service arrangement.
11.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement and/or deactivate your Credentials immediately, without notice, with respect to you in the event you no longer qualify, under Law or the standards and policies of Company and its Affiliates, to receive Company Services or as otherwise set forth in this Agreement. Company retains the right to deactivate or otherwise restrict you from accessing or using the Worker App or the Company Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, in the event you no longer qualify, under Law or the standards and policies of Company and its Affiliates, to provide Worker Services, or your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole and reasonable discretion.
11.3 Effect of termination. Upon termination of the Agreement, you shall: immediately delete and fully remove the Worker App from any of Your Devices. Outstanding payment obligations and Sections 1, 2, 4, 5, 6, 7, 8, 9, 10, 12, and 13 (including, but not limited to, Section 13.3) shall survive the termination of this Agreement.
12. Miscellaneous terms
12.1 Modification. Any modifications that the Company makes to the terms and conditions of this Agreement or hyperlinks herein shall be binding on you and your continued use of the Worker App or Worker Services constitutes your acceptance of any such modification. You hereby acknowledge and agree that, by continuing to provide Company Services or using the Worker App, or downloading, installing or using the Worker App after such modifications are made, you are bound by any future modifications to information referenced in those modification or new hyperlinks.
12.2 Supplemental Terms. Supplemental terms may apply to your use of the Company Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
12.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. Any invalid or non-binding provision shall be severed or restricted, in order to preserve as much of the parties’ Agreement as possible and in light of the contents and purpose of this Agreement.
12.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
12.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
12.6 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except as expressly set forth in Sections 9.1, 10.1, and 10.2. Other than as provided in Sections 9.1, 10.1, and 10.2, nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
12.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or via the WorkerApp. Any notice delivered by you to Company under this Agreement will be delivered in writing to Uber Works Inc., Attn: Legal Department, 1455 Market Street, 4th Floor, San Francisco, CA 94103. Additional Territory-specific notices may be required from time to time.
13. Governing law; arbitration
13.1 The interpretation of this Agreement shall be governed by California law, without regard to the choice or conflicts of law provisions of any jurisdiction. The choice of law provisions contained in this Section 13.1 do not apply to the arbitration clause contained in Section 13.3, such arbitration clause being governed by the Federal Arbitration Act. Accordingly, and except as otherwise stated in Section 13.3, the interpretation of this Agreement shall be governed by California law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Company Services that are not subject to the arbitration clause contained in Section 13.3 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, California. However, neither the choice of law provision regarding the interpretation of this Agreement nor the forum selection provision is intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 13.3, are only intended to specify the use of California law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside or provide services in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 13.3 or to any arbitrable disputes as defined therein. Instead, as described in Section 13.3, the Federal Arbitration Act shall apply to any such disputes. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.
13.2 Other than disputes regarding the intellectual property rights of the parties and other claims identified in Section 13.3.2, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or Company Services shall be subject to arbitration pursuant to Section 13.3.
13.3 Arbitration Provision. An important note regarding this arbitration provision: Except as otherwise provided below, arbitration does not limit or affect the legal claims you may bring against the Company. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved. Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein. In arbitration, you will not be required to bear any type of fee or expense that you would not be required to bear if you filed the action in a court of law. IMPORTANT: Except as otherwise provided below, this Arbitration Provision will require you to resolve any claim that you may have against the Company or on an individual basis. Except as otherwise provided below, this provision will also preclude you from initiating, participating in, or recovering any relief in a class, collective, or representative action against the Company, Uber, or Uber’s Affiliates. The availability of claims or actions under the Private Attorneys General Act of 2004, California Labor Code § 2698 et seq. (“PAGA”) is addressed separately below in the “Private Attorneys General Act” section.
IMPORTANT: PLEASE REVIEW THIS ARBITRATION PROVISION CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED BELOW, THROUGH FINAL AND BINDING ARBITRATION, UNLESS YOU CHOOSE TO OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED BELOW. THERE ARE AND/OR MAY BE LAWSUITS FILED AGAINST THE COMPANY BROUGHT BY USERS OF THE COMPANY SERVICES (AS DEFINED IN THIS AGREEMENT) ALLEGING CLASS OR COLLECTIVE CLAIMS ON YOUR BEHALF. IF YOU AGREE TO ARBITRATION WITH THE COMPANY, YOU ARE AGREEING IN ADVANCE, EXCEPT AS OTHERWISE PROVIDED BELOW, THAT YOU WILL NOT PARTICIPATE IN AND, THEREFORE, WILL NOT SEEK OR BE ELIGIBLE TO RECOVER MONETARY OR OTHER RELIEF IN CONNECTION WITH, ANY SUCH CLASS OR COLLECTIVE LAWSUIT.
13.3.1 How this Arbitration Provision applies. This Arbitration Provision (“Arbitration Provision”) is a contract governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. If the Federal Arbitration Act does not apply to this Arbitration Provision, the Law pertaining to arbitration agreements of the state where you reside when you entered into this Agreement shall apply. Except as it otherwise provides, this Arbitration Provision applies to any legal dispute, past, present or future, arising out of or related to your relationship with the Company or relationship with any of its agents, employees, executives, officers, investors, shareholders, Affiliates, successors, assigns, subsidiaries or parent companies (each of which may enforce this Arbitration Provision as third-party beneficiaries) or termination of that relationship, and survives after the relationship terminates.
This Arbitration Provision applies to covered claims whether brought by you or the Company. This Arbitration Provision requires all covered claims to be resolved only by an arbitrator through final and binding arbitration and not by way of court or jury trial. Except as provided below, regarding the Class Action Waiver, such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the formation, scope, enforceability, applicability, revocability or validity of this Arbitration Provision or any portion of this Arbitration Provision.
Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to disputes between you and the Company, or between you and any other entity or individual, arising out of or related to your application for and use of the Company Services, background checks, privacy, your contractual relationship with the Company or the termination of that relationship (including post-relationship defamation or retaliation), your classification, trade secrets, unfair competition, compensation, minimum wage, expense reimbursement, overtime, breaks and rest periods, retaliation, discrimination, or harassment and claims arising under the Telephone Consumer Protection Act, Fair Credit Reporting Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, 8 U.S.C. § 1324b (unfair immigration related practices), Americans With Disabilities Act, Age Discrimination in Employment Act, Fair Labor Standards Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, state or local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local statutory and legal claims (including without limitation torts) arising out of or relating to your relationship with the Company or the termination of that relationship.
13.3.2 Limitations on how this Arbitration Provision applies. Nothing in this Arbitration Provision 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. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Arbitration Provision.
Disputes between the parties that may not be subject to a pre-dispute arbitration agreement as provided by an Act of Congress or applicable federal law not preempted by the Federal Arbitration Act are excluded from the coverage of this Arbitration Provision. Private attorney general representative actions brought on behalf of the state under the California Labor Code are not arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law. However, any claim you bring on your own behalf as an aggrieved Worker for recovery of underpaid wages or other individualized relief (as opposed to a representative claim for civil penalties) are arbitrable and must be brought in arbitration on an individual basis only as required by this Arbitration Provision. You agree that any representative claim for civil penalties that is permitted to proceed in a civil court of competent jurisdiction must be stayed pending the arbitration of any claim you bring on your own behalf for individualized relief. In the event that controlling judicial or legislative developments allow parties to waive the right to bring private attorney general representative actions under the California Labor Code, this Arbitration Provision shall be interpreted to apply to all such disputes, and all such disputes shall be brought in arbitration on an individual basis only.
You and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
13.3.3 Governing rules, starting the Arbitration, selecting the Arbitrator. The JAMS Comprehensive Arbitration Rules & Procedures (“JAMS Rules”) will apply to arbitration under this Arbitration Provision; however, if there is a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall govern. The JAMS Rules are available by, for example, searching Google.com, to locate “JAMS Comprehensive Arbitration Rules” or by clicking here: https://www.jamsadr.com/rules-comprehensive-arbitration/ Prior to initiating arbitration with JAMS, the party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to the Company shall be served upon CT Corporation, Company’s registered agent for service of process, https://ct.wolterskluwer.com/sop-locations. Before the arbitration demand is submitted to JAMS, the party demanding arbitration shall make a good faith effort to meet and confer with the other party regarding the selection of an Arbitrator. If the parties cannot reach agreement on an arbitrator within a period of 30 days (during which any otherwise applicable statute of limitation will be tolled), the party demanding arbitration shall submit the arbitration demand to JAMS. If the parties reach agreement on an arbitrator, the party demanding arbitration shall submit the arbitration demand to the arbitration service provider affiliated with the agreed-upon arbitrator (or, if the arbitrator is not affiliated with an arbitration service provider, to the arbitrator directly). Regardless of whether the arbitrator is selected by mutual agreement of the parties or in accordance with the JAMS Rules, it shall be the obligation of the party demanding arbitration to submit the arbitration demand to JAMS or agreed-upon provider (or, if the arbitrator is not affiliated with an arbitration service provider, the Arbitrator), and delivering a written arbitration demand to the other party as described in this Section will not relieve the party demanding arbitration of that obligation. If no arbitrator is selected by mutual agreement of the parties, once the arbitration demand is submitted to JAMS by the party demanding arbitration and the initial arbitration filing fees are paid, the arbitrator shall be selected in accordance with the JAMS Rules. Regardless of whether the arbitrator is selected by mutual agreement of the parties or in accordance with the JAMS Rules, the party bringing the claim must pay its, his or her portion of any initial arbitration filing fee before arbitration proceedings begin (see Section 13.3.5, below). If, for any reason, the parties cannot agree to an arbitrator or JAMS will not administer the arbitration, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator. The location of the arbitration shall be no more than 45 miles from the city in which you reside, unless each party to the arbitration agrees in writing otherwise. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. In arbitration, the parties will have the right, consistent with the efficient nature of arbitration, to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the arbitrator. A party, or at a party’s request the Arbitrator, may subpoena witnesses or documents for discovery purposes or for the arbitration hearing.
13.3.4 Class Action Waiver. This Arbitration Provision affects your ability to participate in class or collective actions. Both the Company and you agree to bring any dispute in arbitration on an individual basis only, and not on a class or collective basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class or collective action, or as a member in any such class or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this Arbitration Provision or the JAMS Rules, disputes in court or arbitration regarding the validity, enforceability, conscionability or breach of the Class Action Waiver, or whether the Class Action Waiver is void or voidable, may be resolved only by the court and not by an arbitrator. In any case in which (a) the dispute is filed as a class or collective action and (b) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
13.3.5 Paying for the Arbitration. 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. You and the Company shall follow the JAMS Rules applicable to initial arbitration filing fees, except that your portion of any initial arbitration filing fee shall not exceed the amount you would be required to pay to initiate a lawsuit in federal court in the jurisdiction where the arbitration will be conducted. After (and only after) you have paid your portion of any initial arbitration filing fee, the Company will make up the difference, if any, between the fee you have paid and the amount required by the JAMS Rules. In all cases where required by law, the Company will pay the arbitrator's fees, as well as all fees and costs unique to arbitration. Otherwise, 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.
13.3.6 The Arbitration hearing and the award. Within 30 days of the close of the arbitration hearing, any party will have the right to prepare, serve on the other party and file with the arbitrator a brief. The arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the arbitrator. The arbitrator shall apply applicable controlling law and will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.
13.3.7 Your rIght to opt out of this Arbitration Provision. Arbitration is not a mandatory condition of your contractual relationship with the Company. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision (subject to the limitations set forth in this Section 13.3.7). To do so, within 30 days of the date that this Agreement is electronically accepted by you, you must send written notice to Uber Works, Inc., Attn: Legal Department/Arbitration Opt Out, 1455 Market St., 4th Floor, San Francisco, CA 94103, providing your name, the email address and phone number associated with your Credentials, and the city in which you reside. An email sent by your agent or representative shall not be effective. Your email may opt out yourself only, and any email that purports to opt out anyone other than you shall be void as to any others. Should you not opt out of this Arbitration Provision within the 30-day period, you and the Company shall be bound by the terms of this Arbitration Provision. You will not be subject to retaliation if you exercise your right to opt-out of this Arbitration Provision. Neither your acceptance of this Agreement nor your decision to opt out of this Arbitration Provision will affect any obligation you have to arbitrate disputes not specified in this Arbitration Provision pursuant to any other agreement you have with the Company or any of its subsidiaries or Affiliates. Likewise, your acceptance of or decision to opt out of any other arbitration agreement you have with the Company or any of its subsidiaries or Affiliates shall not affect any obligation you have to arbitrate claims pursuant to this Arbitration Provision.
13.3.8 Enforcement of this Arbitration Provision. You have the right to consult with counsel of your choice concerning this Arbitration Provision and to be represented by counsel at any stage during the arbitration process. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. This Arbitration Provision will survive the termination of your relationship with the Company, and it will continue to apply if your relationship with the Company is ended but later renewed.