The Technology Platform is intended to be used solely by individuals and entities that are legally eligible to enter into binding contracts under applicable laws. The Technology Platform is not intended for minors who have not attained the requisite age to enter into such legally binding contracts. If you are such a minor, you are not eligible to use the Technology Platform.
The Company makes no claims that the Technology Platform or its content may be lawfully viewed or accessed outside of the United States. Access may not be legal by certain persons or in certain countries. If you access the Technology Platform from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction
The Company operates the Technology Platform to enable MSPs to present service opportunities to self-employed independent contractors who have registered with the Company. The Technology Platform also facilitates self-employed independent contractors who have registered with the Company to gain access to a wide array of opportunities to potentially enter into contracts with, and perform service opportunities presented by, MSPs. All such transactions entered into pursuant to the Technology Platform are between the MSP and the self-employed independent contractors; the Company is not a party to any of these transactions. The Company is not in the business of providing any services other than the services described herein; it is strictly an operator of a technology platform that facilitates transactions between self-employed independent contractors engaged in the business of providing certain types of services and MSPs seeking to engage a self-employed independent contractor who can provide such services. The Company is not a provider of the types of services that MSPs are in the business of providing; its business is to facilitate a virtual exchange through which buyers and sellers of certain types of services can find each other and do business with each other.
The Technology Platform is designed for use only by self-employed independent contractors and MSPs seeking to engage self-employed independent contractors; it is not designed to assist individuals or companies seeking or offering employment opportunities. If you are seeking or offering employment opportunities the Technology Platform is not appropriate for you and you are not eligible to register for, or use, the Technology Platform.
To gain access to this virtual exchange, MSPs will first register with the Company and create a user profile ("Profile") that contains relevant information concerning the MSP. If you elect to create a Profile, your relationship with the Company will be nonexclusive, meaning that the Company will have the right to accept and create Profiles for other MSPs. To create a Profile, you will create login credentials developed based on an email address and a unique password. You agree to not disclose your login credentials to anyone, and not to permit anyone else to access the Technology Platform using your login credentials. You agree to be legally responsible for any consequences of someone other than yourself accessing the Technology Platform using your login credentials.
By creating a Profile, you will have the right to access and use the Technology Platform at your discretion, and to post client opportunities. You have no obligation to post any minimum number of client opportunities through the Technology Platform. The Company does not guarantee that you will be successful in identifying and engaging self-employed independent contractors to perform any of the client opportunities you present through the Technology Platform, or the quality of any self-employed independent contractor's profile or information, performance, or non-performance, as the case may be.
If you have created a Profile and wish to post one or more client opportunities on the Company's Technology Platform, you agree to communicate with self-employed independent contractors by following the instructions set forth on the Technology Platform.
MSPs posting client opportunities may contact self-employed independent contractors to discuss their involvement with the opportunity. If the MSP and the self-employed independent contractor reach an agreement about providing services for that client opportunity ("Client Agreement"), that agreement creates a separate contractual relationship between MSP and the self-employed independent contractor. The agreement between MSP and the self-employed independent contractor will govern the legal relationship between the MSP and the self-employed independent contractor covering that client opportunity.
MSP acknowledges and agrees that the Company is not a party to any such agreement. The Company shall have no liability whatsoever to MSP, or to the self-employed independent contractor, or to any other third party, for any losses or damages related to, arising from, or caused by, performance or non-performance of any duties by either party to such agreement.
As noted above, the Company's function is limited to providing a virtual exchange through which buyers and sellers of a specific type of services can find each other and do business with each other; it is in all respects detached from your contractual relationship with a self-employed independent contractor. The Company intends to implement new features over time that will increase the efficiency of its exchange, but it will always remain an exchange.
Any and all details concerning a client opportunity presented on the Technology Platform, including the fees payable for completing the opportunity and any criteria that must be satisfied to be eligible to offer to perform the opportunity, are set by, or are negotiated between, MSP and the self-employed independent contractor (not Company), and the services you ask to be performed and any deliverables MSP expects are defined and evaluated solely by MSP, (and not Company). The Company will neither impose nor evaluate compliance with any term or condition relating to a client opportunity presented through the Technology Platform. The Company's functions are in all respects ministerial and administrative on behalf of and in support of the parties to a contractual relationship created pursuant to the Technology Platform. The Company is not responsible for, and makes no representations concerning the completeness or accuracy of, the content of any description of a client opportunity that MSP presents through the Technology Platform. Similarly, the Company is not responsible for and makes no representations concerning any eligibility criteria that MSP establishes. Such eligibility criteria are established and evaluated at the sole discretion of the MSP presenting the opportunity.
As between MSP and the Company, MSP will retain sole control over the means and methods used in performing any client opportunity., MSP and/or the self-employed independent contractor will be solely responsible for providing any and all necessary tools, supplies, equipment, transportation and insurance, and for all expenses incurred in connection with the operation of MSP's business and the performance of a client opportunity, e.g., fuel, repairs and motor vehicle insurance. The Company will have no obligation for any expenses of any kind or nature, or to provide any tools, equipment, supplies or transportation, or to assist in any way in the performance of a client opportunity. MSP and the self-employed independent contractor(s) will also be solely responsible for obtaining any licenses or certificates that are required by law to provide the services.
The Technology Platform contains links to third party web sites. These links are provided solely as a convenience to you and not as an endorsement by the Company of the contents on such third-party Web sites. The Company is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If you decide to access linked third party Web sites, you do so at your own risk. In connection with your accessing or use of the Technology Platform, or the performance of a service opportunity presented using the Technology Platform, MSP hereby releases, discharges and agrees to indemnify, defend and hold harmless the Company, including its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, from and against any liability, including attorneys' fees and costs, caused by or attributable to any negligent, reckless or willful acts and/or omissions committed by MSP or by any self-employed independent contractor on your behalf.
Any time you enter into a contract with a self-employed independent contractor, you are solely responsible to the self-employed independent contractor for any fees or reimbursements to which the self-employed independent contractor is entitled. The Company does not guarantee the payment of any amounts (i.e., neither fees nor reimbursements), to which a self-employed independent contractor is entitled, or for reimbursement to the MSP of any amounts due to the MSP from any self-employed independent contractor. You hereby waive any right to assert a claim against the Company seeking the collection of any amounts to which you are entitled, or you believe you are entitled, from a self-employed independent contractor or any other party.
The Company retains the right to modify any aspect of its Technology Platform or its services at any time, and does not provide any guarantee that it will continue to maintain its Technology Platform or offer its services for any specific period of time. Moreover, the Company does not guarantee that its Technology Platform will be active and available at all times, or that it will be free from technical problems that disrupt its operation. In the event the Company were to cease operating its Technology Platform and/or cease offering its services, such action would not affect your contractual rights or obligations with any self-employed independent contractor with whom you have entered into a contract â€“ other than your ability to communicate with the self-employed independent contractor, or submit information, through the Technology Platform.
You hereby agree to indemnify, defend and hold harmless the Company, including its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, from and against any claims, damages and liabilities (including attorneys' fees and costs) arising out of or relating to any dispute between you and a self-employed independent contractor pertaining to any matter, including but not limited to, allegations of nonpayment, nonperformance, or unacceptable performance under a Client Agreement entered into by and between you and such self-employed independent contractor, and you hereby waive any right to assert a claim against the Company with respect to such dispute.
As a condition to any use or access of the Technology Platform, MSP hereby agrees to comply with the following additional terms and conditions:
- You will only use the Technology Platform for its intended purposes;
- All information you post or submit to the Technology Platform, including but not limited to, your identity and contact information, will be factually correct, and full and complete, at the time of submission;
- You are solely responsible for the form, content and accuracy of any information or material you post on the Technology Platform. In the event that any information you have submitted is no longer accurate, you will timely submit accurate information to replace it or remove the information;
- You hereby truthfully represent that you are authorized to enter into this agreement and to post the information that you post to the Technology Platform;
- You will not engage in, or permit, any conduct in connection with access or use of the Technology Platform or the Company's services:
- that is unauthorized, illegal, fraudulent, unethical, or in violation of any applicable law, regulation, or ordinance, or in breach of an agreement into which you have entered with a third-party;
- that does or will infringe the copyright, trademark, trade secret or other intellectual property rights of others, or that violates the privacy, publicity or other personal rights of others;
- that involves posting or publishing any material that is harmful, defamatory, vulgar, obscene, threatening, abusive, harassing, hateful, or otherwise objectionable;
- by sending unsolicited e-mail, including promotions and/or advertising of products or services, or forging any TCP/IP packet header or any part of the header information in any e-mail;
- that disrupts or interferes with, or that may or could disrupt or interfere with, the operations or performance of the Technology Platform or the Company's services.
- Posting or transmitting any unsolicited advertising, promotional materials, junk mail, "spam," chain letters, or any other form of solicitation or any non-biographical information such as opinions or notices, commercial, or otherwise, is prohibited. You may not spam MSPs or candidates whose profiles, biographies or information appear on the web site.
- By submitting content to any public or nonpublic area of the Technology Platform, including message boards, forums, contests and chat rooms, you represent that you have the right and power to, and hereby do, grant the Company and its affiliates the royalty-free, perpetual, irrevocable, sub-licensable (through multiple tiers), non-exclusive right (including any moral rights) and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, communicate to the public, perform and display the content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any rights that may exist in such content. You also warrant that the holder of any rights, including moral rights in such content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You also permit any users of Company's Technology Platform to access, display, view, store and reproduce such content. Subject to the foregoing, the owner of such content placed on the Technology Platform retains any and all rights that may exist in such content. Any hyperlinks contained in any submitted materials may be disabled, at Company's sole discretion
- You will not disassemble or reverse engineer the systems comprising the Technology Platform or aid or abet another in doing so;
- You will not engage in any scraping or harvesting of the data contained in the Technology Platform or utilize any bots, web crawlers, spider programs, or similar technologies with respect to the Technology Platform;
- You will not resell or assign any of your rights under this Agreement, or make or permit any unauthorized commercial or non-commercial use of the Technology Platform;
- You will not interfere with the Company's contractual relationships with any other party, including but not limited to self-employed independent contractors and other MSPs.
As a condition to your registering with the Technology Platform, you represent and affirm:
- that you understand that the Company, itself, does not present any opportunities, but only provides a Technology Platform on which MSPs can present their client opportunities;
- that you do not rely solely on the Technology Platform for disseminating client opportunities but that you also market your client opportunities through other channels;
- that you meet all applicable regulatory and compliance requirements and will maintain appropriate business records required under applicable law;
- that you will not post any client opportunity pursuant to the Technology Platform if the performance of such opportunity would be unethical, involve a conflict of interest, or be in violation of any applicable law, ordinance, or duty, contractual or otherwise, owed to a third party;
- that you will promptly notify the Company if any component of your login credentials is lost, stolen, or otherwise compromised; and
- that you acknowledge that your eligibility to use the Technology Platform is in reliance on the truthfulness of these representations and affirmations.
There are risks including, but not limited to, the risk of physical harm, associated with dealing with strangers, foreign nationals, underage persons, or people acting under false pretenses. You assume all risks associated with dealing with other users with whom you come in contact through the Technology Platform.. Because user authentication on the Internet is difficult, the Company cannot and does not confirm that each Technology Platform user is who they claim to be. Because we do not and cannot be involved in user-to-user dealings or control the behavior of participants on the Technology Platform, You waive and release the Company (and its directors, officer, agents and employees) from all claims, demands and damages (actual and consequential, direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, your use of the Technology Platform.
The Company is under no legal obligation to, and generally does not, control the information which is made available through the Technology Platform. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabeled or deceptively labeled. You are strongly advised to use caution and common sense when using this Technology Platform
The Technology Platform may contain inaccuracies or typographical errors. The Company makes no representations about the accuracy, reliability, completeness, or timeliness of the Technology Platform or its content. The use of the Technology Platform is at your own risk. Changes are periodically made to the Technology Platform and may be made at any time.
The Company is not to be considered to be an employer with respect to any self-employed independent contractor's use of the Technology Platform and the Company shall not be responsible for any employment decisions, for whatever reason made, made by any person or entity posting or responding to client opportunities on the Technology Platform.
DISCLAIMER OF WARRANTIES
LIMITATION OF LIABILITIES
NEITHER THE COMPANY NOR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL HAVE ANY LIABILITY FOR INCIDENTAL, LOST REVENUE, LOST PROFITS OR OTHER CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES SUFFERED BY YOU OR ANY OTHER PARTY AS A RESULT OF YOUR USE OF THE TECHNOLOGY PLATFORM, THE OPERATION OR MALFUNCTION OF THE TECHNOLOGY PLATFORM, REGARDLESS OF WHETHER OR NOT SUCH PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU WILL NOT IN ANY WAY HOLD THE COMPANY RESPONSIBLE FOR THE ACTS OR OMISSIONS OF THIRD PARTIES IN CONNECTION WITH THE TECHNOLOGY PLATFORM, (INCLUDING THOSE WITH WHOM THE COMPANY MAY CONTRACT TO OPERATE VARIOUS COMPONENTS OF THE TECHNOLOGY PLATFORM).
YOUR SOLE AND EXCLUSIVE REMEDY AGAINST THE COMPANY FOR ANY FAILURE OR NON-PERFORMANCE OF THE TECHNOLOGY PLATFORM SHALL BE FOR THE COMPANY TO USE COMMERCIALLY REASONABLE EFFORTS TO EFFECTUATE A REPAIR OF THE TECHNOLOGY PLATFORM. IN NO EVENT SHALL COMPANY'S LIABILITY FOR ANY CLAIMS BY OR AGAINST YOU BASED ON YOUR ACCESS TO, OR USE OF, THE TECHNOLOGY PLATFORM EXCEED THE AMOUNTS PAID BY YOU FOR USE OF THE TECHNOLOGY PLATFORM FOR THE ONEâ€“MONTH PERIOD PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE .
The Company welcomes your comments regarding our services and the Technology Platform. Please do not submit creative ideas, materials, or inventions. Any such submissions shall become the property of the Company without any duty of confidentiality or non-use. The Company shall be entitled to unrestricted use of such submissions for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
Agreement to Arbitrate Disputes
- Who Is Bound to Arbitrate: For purposes of this Agreement to Arbitrate Disputes, the term "Company" includes not only Touchpoint Media, LLC, but also its officers, directors, agents, parents, subsidiaries, successors, assigns, and employees, to the extent such persons are named as co-defendants with the Company or an affiliated entity that employs them, if applicable. The terms "MSP" or "you" include you, your heirs, successors, and permitted assigns.
- Commencing Arbitration: A party may commence an arbitration proceeding by serving a demand for arbitration on the other party by overnight delivery or First-Class certified U.S. Mail, postage prepaid, to the last known address of the other party. The arbitration shall be held in the city where the Company is headquartered. All claims shall be decided by a single, neutral arbitrator jointly chosen by the parties. If for any reason the parties cannot agree on an arbitrator, either party may apply to a court of competent jurisdiction in the location were the arbitration will be conducted for appointment of a neutral arbitrator. A court-appointed arbitrator shall act under this Agreement with the same force and effect as if selected by the parties.
- Arbitration Proceedings: Each party shall have the right to take discovery, bring dispositive motions, call witnesses and present evidence as necessary to put forward its claims and/or defenses. Any decision rendered in such arbitration proceeding shall be final and binding on MSP and Company, and judgment may be entered thereon in any court of competent jurisdiction
- Costs and Fees: In all cases where required by law, Company shall 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 applicable law. Each party shall pay the fees of its own attorneys. However, the arbitrator shall have the power to award attorney's fees and costs in accordance with applicable law.
- Class Action Waiver: Neither MSP nor Company shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative, class member, or in a class-wide or private attorney general capacity.
- Confidentiality: MSP and Company agree that any arbitration hereunder and any documents prepared in connection with any arbitration shall be confidential, and unless otherwise required by law, the existence, content, or result of any arbitration shall not be disclosed to any third party without the prior written consent of both parties.