Effective January 1, 2023
This agreement is a legally binding contract between you (“you” or “User”) and Worksome, together with Worksome’s affiliate companies (collectively referred to as “Worksome”, “we”, “our”, and “us”). It governs your use of your Worksome account and Services (this “User Agreement” is incorporated into and part of Worksome’s Terms of Service).
You must accept and agree to this User Agreement (which also means you accept and agree to our Terms of Service) be a User, to register for an account with Worksome, and to use any of its services and products. We reserve the right to deny, restrict, or modify User accounts for any lawful reason.
This User Agreement specifically includes and incorporates by reference the terms and conditions of each of the following documents:
- Fee & Payment Policy
- Dispute Resolution Policy
- Payroll Agreement
- User Contributions Policy
- Recruiter Agreement with Worksome
We may revise this User Agreement and any of the other terms, agreements, or policies from time to time. The revised version will be effective at the time we post it, unless otherwise indicated. If our changes reduce your rights or increase your responsibilities, we will provide notice of such changes. Notice will include posting information about the changes on our Legal Updates page. If you accepted this agreement prior to us posting notice of the changes on our Legal Updates page, then such notice will be provided at least 30 days before the applicable effective date. If you do not agree with any changes to this User Agreement, you may close your account.
Additional policies, terms, and conditions may apply to specific services or to specific portions or features of the Site. In the event of any conflict between the Terms of Service and the policies, terms, or conditions for or applicable to any portion of the Site, or for any service offered on or through the Site, the latter terms will control with respect to that portion of the Site or the specific service.
PLEASE READ CAREFULLY ALL OF THE TERMS AND CONDITIONS OF THIS USER AGREEMENT, THE TERMS OF THE REFERENCED POLICIES, AND EACH OF THE OTHER AGREEMENTS THAT APPLY TO YOU. YOUR LEGAL RIGHTS, INCLUDING DISPUTE RESOLUTION, WAIVER OF CLASS-ACTION OR CONSOLIDATED ACTIONS, AND LIABILITY LIMITATIONS ARE DETAILED IN THESE TERMS. BY REGISTERING AN ACCOUNT WITH WORKSOME, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE, YOU MAY NOT REGISTER AS A USER OR ACCESS ORUSE THE SERVICES AVAILABLE THROUGH WORKSOME.
By continuing to use our services after any changes to this agreement, or any of the other applicable terms, agreements or policies are made, you agree to be bound by and abide with those changes.
1. Worksome Services
1.1. Platform Services. Worksome’s platform allows Users to find, pay, classify, contract, and optimize their Workers. Worksome gives its Users full visibility into their contingent workforce and offers enhancements via the Worksome Marketplace to find Workers with the special skills you need. To access and use Worksome’s Platform Services you must register for an account.
1.2. Worker Services. Through the Platform, Workers and Companies can contract with one another for services (a “Booking Contract”). Although Worksome enables Users to contract through the Platform, we are not responsible for the delivery of contracted services, or for determining the suitability of Workers or contracted services for any specific User’s purposes. Worksome is not liable for the acts or omissions of Workers or Companies.
Worksome offers two models for contracting for Worker Services:
1.2.1. Direct Bookings. For direct bookings, Users engage, hire, and transact for Worker Services directly. For direct bookings, Worksome is not a party to the contract between Companies and Workers.
1.2.2. Worksome Bookings. For specific bookings, Worksome may act as contracting party on behalf of Companies for the purchase of Worker Services. For such bookings, Workers may be hired through thePlatform. This includes bookings where the Worker is to be paid as an employee (or local country equivalent), or where the parties agree that Worksome act as contracting party (“Worksome Bookings”).
Worksome is not a party to Booking Contracts between Company and Workers unless we have specifically agreed to such a relationship in writing.
1.3. Payroll Services. Bookings are subject to all laws and regulations that apply to contracts made for work for hire. Worksome offers the ability to contract with Workers in different ways including the ability to hire Workers as independent contractors (or the local equivalent),or as statutory employees (or the local equivalent). Worksome may provide employer of record, payroll intermediary services, and in most global markets offers some or all of these services through our partner network (collectively “Payroll Services”). More information about these services can be found in our Payroll Policy.
1.4. Worksome Classify. Proper classification of each Booking is important, and we offer tools to help support you in determining the best way to engage Workers (availability varies by country). Worksome Classify is an integrated Platform tool that allows Users to classify their workers, employees, or independent contractors. The tool includes a questionnaire to be filled out by both the Company and the Worker. Worksome Classify recommends a classification based on the responses from both parties. Both Company and Worker accept to promptly inform Worksome if, at any time, they become aware of any new or additional fact, matter or circumstance, or any change in any fact, matter or circumstance which would possibly change their prior responses to Worksome Classify tool.
Companies acknowledge and accept that the Worksome Classify tool is simply intended to make recommendations, and that it is ultimately and solely the Companies’ responsibility to classify their workers.
All costs and risks associated with the contracts between Workers and Companies are solely those of each party.
2. Worksome User Accounts
Worksome User accounts are for individual use and may not be shared with others. You are required to provide certain personally identifiable information to register for an account. You must provide accurate, current, and complete information and to ensure your account information is always kept current. User accounts containing inaccurate, or incomplete information may be restricted, suspended, or terminated. Worksome may require you to validate or support the information you provide in your account registration and profile upon request.
2.1.1. Eligibility. By registering an account, you represent that you are at least 18 years old (or the age of majority in your country), that you can legally form contracts, that you will use Worksome’s Services for business purposes only, and that your use will confirm with all applicable laws, regulations, licenses, and requirements.
2.1.2. Registration. To use our Services, you must register for an account with Worksome. Accounts are subject to approval, and we may deny the registration of an account for any lawful reason.
2.1.3. Creating a Profile. Users must create and maintain an account profile which will be visible on the Platform to other Users. Profiles must contain accurate information at all times, and you agree to update your profile whenever necessary to ensure current, complete, and accurate information. We reserve the right to suspend or terminate the account of the User who provides false, incomplete or inaccurate information. Users may enable or disable features on their Profile including changing the type of account or services obtained or offered.
2.1.4. Single Sign-On. Users may elect to utilize a single sign-on (“SSO”) method to register and access the Site. You agree to allow Worksome to collect, share, and use their personal data in accordance with the respective terms of service and privacy policies applying to the SSO provider. Worksome uses commercially reasonable efforts to ensure compliance with the terms of the SSO providers, however the third-party account used to connect to the Site (each a “Third-Party Account”) may be governed by the applicable terms and conditions that are out of our control. Worksome disclaims all liability for personally identifiable information provided to us by the third-party SSO providers. Worksome does not undertake, and specifically disclaims, any responsibility for the accuracy, legality, or non-infringement of data provided by Third-Party Account providers.
You agree to hold Worksome harmless from any liability for your Third-Party Account and represent that you are entitled to disclose your Third-Party Account login information granting access to your Third-Party Account for the purpose of SSO sign-on. You warrant that doing so does not breach any of the terms and conditions that govern your use of the applicable Third-Party Account.
2.1.5. Identity Verification. Users creating Worksome User accounts may be subject to identity and location verification. You may be required to validate your identity or location with Worksome or through third parties. If you are unable or unwilling to verify your account information, your account access may be limited, suspended, or revoked. Authorized Users may be required to validate their authority to act on behalf of the authorizing Company. You authorize Worksome to validate your identity, location, business affiliation, any information contained in your User profile, and all tax and financial information you provide to us (subject to applicable law) through any reasonable means. Users providing false, inaccurate or incomplete information may be suspended or terminated.
2.2. Types of User Accounts
2.2.1. General. We offer three types of Worksome accounts: Worker Accounts, Company Accounts, and Recruiter Accounts, each covered by this User Agreement. User accounts let you:
(a) Create a Worker profile
(b) Post jobs on the Platform
(c) Contract for Worker Services
(d) Invoice, approve and receive Worker Services
(e) Make and accept payments for Worker Services using your credit card, debit card, bank account or other payment options, including funds held as a balance in your Worksome profile. More information on making and receiving payments can be found in our Fee and Payment Policy
(f) Supply recruiter Workers and receive payment for recruiter services
2.2.2. Worker Accounts. If you want to offer Worker Services, you can register for a Worker Account. Worker Account Users can use the Platform to offer their skilled services globally. Workers are responsible for determining the types of services they will provide. Worksome does not supervise, manage, or guarantee Worker Services. Worker Accounts allow you to submit invoices for services rendered, request payment for expenses and to receive payment for approved invoices. You can use your Worker Account to receive payment for Worker Services and expenses but hold the funds in your profile or transfer it to a linked bank account.
You are responsible for ensuring that your bank account details are accurate before requesting the withdrawal of any funds in your Worksome account. Workers may accept jobs which are classified in different ways depending on where the Worker is working. Workers are solely responsible for ensuring they are legally able to work, including all right to work, visa, tax and regulatory requirements before accepting a job.
If the Company hiring the Worker requires right to work, background or criminal history checks, Workers may only commence work once all pre-hire requirements have been fully satisfied. Worksome reserves the right, but has no obligation, to conduct background checks on the Workers, and Workers when required and Workers accepting jobs with these types of requirements explicitly consent to cooperate with Worksome for the background checks.
2.2.3. Company Accounts. You can register for a Company Account to use our Platform as a business. Companies can use the integrated Platform to source, hire, contract and manage their contingent workforce. Companies can create assignments to make their jobs available to Workers (“Assignment”). Worksome matching algorithm assists companies in finding and matching qualified candidates and the Platform’s built-in contract generating engine facilitates the booking. Companies can easily communicate with their contingent workers, ensure reliable contract terms and supplemental terms, and to receive and approve invoices and make payments for Worker Services all through the Platform. Companies are required to always designate at least one main contact as the responsible party for communication with Worksome and Workers (the “Authorized Administrator”). The Authorized Administrator must have adequate authority to legally bind the Company. Companies may change the Authorized Administrator by updating the Company Account and giving notice to Worksome. If you are acting on behalf of a Company, you represent and warrant that you have the authority to enter into this agreement. If you represent a Company, it must be organized in, operating in, or a resident of one of the Worksome’s markets.
2.2.4. Recruiter Accounts. Companies that utilize recruiters outside of the Worksome Platform can invite the recruiters to create a Recruiter Account. Upon invitation from the Company, recruiters can upload Recruiter Workers to the Platform, and manage their recruited contingent workforce portfolio through Worksome. Contracts for recruiter services are direct between Companies and recruiters. Worksome will pay for recruiter services at the rates and for the duration of the instructions provided by the Company. Recruiters who wish to use Worksome to manage their Workers using the integrated Platform by importing their own portfolio of Workers should contact the Worksome Sales Team to discuss solutions. Recruiter Accounts are governed by the Recruiter Agreement with Worksome.
2.3. Account Permissions and Security
2.3.1. Account Permission. Users may not allow another person to create an account on their behalf and agree not to allow anyone else to access or use their account. Companies have the option to designate Users as contact person for the Company (an “Authorized User”). Authorized Users must have the legal capacity and permission to form legally binding contracts on behalf of the Company. The Company is fully responsible and liable for the actions of each Authorized User including any breach of the Terms of Service, for making payments and for entering into all Booking Contracts on behalf of theCompany. The Company shall promptly notify Worksome if it becomes aware of any breach of the Terms of Service by any Authorized User.
2.3.2. Account Security. Users are required to create an individual account with a username and a secure password. It is your responsibility to select and maintain a secure password and you may not share your password with any unauthorized person. You must promptly notify us in the event of unauthorized access of your account or password. You may not access or use the username or password for another User of the Site. You are solely responsible for protecting the security of your account, passwords and other important personal information when engaging on the Platform.
2.4. Closing Your Account
Users may close their Worksome account at any time without cost, but Users remain liable for all obligations related to their Worksome account even after closure. This includes all payments, tax, reporting and other related obligations. When you close your Worksome account, we will disable your access to the Worksome marketplace and limit your ability to contract for Worker Services on the Platform. If you have a balance on your account, you must withdraw any funds before closing the account. If you have a Company Account, all invoices must be paid in full before the account can be closed. Users may not close their Worksome account to evade audit, validation, investigation or while a pending booking, dispute or claim is underway. If your account has a balance owing, is subject to hold, limitation or reserve it cannot be closed until remedied.
2.5. Account Termination and Suspension
Worksome, in its sole discretion, reserves the right to suspend or terminate this User Agreement, access to or use of its websites, software, systems (including any networks and servers used to provide any services) operated by us or on our behalf or some or all of the Worksome services for any reason and at any time upon notice to you and, upon termination of this User Agreement, the payment to you of any unrestricted funds held in your account.
3. Assignments and Booking Contracts on the Platform
Companies and Recruiters may: (1) invite their own Workers to the Platform (“Trusted Contacts”) to manage their relationship and Assignments with the Trusted Contacts through the Platform, and/or (2) use the Platform’s marketplace to connect with other Workers who will perform Assignments for the Company through the Platform.
Companies may post Assignments and Workers may submit bids for such Assignments via the Platform. When a bid is placed by the Worker, the Company may either accept or reject the bid. Once a bid for an Assignment is accepted, the Booking Contract is automatically generated. The terms of the Assignment are incorporated by reference into a Booking Contract, a legally binding agreement between the Company and Worker. A Booking Contract is not in force until it has been agreed and accepted by both Parties via the Platform.
3.3. Booking Contract
The Booking Contract is sent to the Worker via the Platform once the Company approves a Worker’s bid for an Assignment. The Worker and Company may negotiate and agree to alter the content of the Booking Contract, except when the change involves any changes in the rights, responsibilities or obligations of Worksome. Booking Contract becomes binding once signed by both the Company and the Worker. An Assignment does not create a legally binding agreement between the Company and Worker until Booking Contract has been agreed by both of the parties via the Platform. Accordingly, an Assignment may be withdrawn or otherwise canceled by either party before the Booking Contract is accepted by both parties. Booking Contract will be accessible on the Platform upon execution.
3.4. Default Booking Contract
Worksome offers a default Booking Contract for Users to use. The default Booking Contract is supplied for convenience only and may not be suitable for all situations. You understand and agree that by using the default Booking Contract you are not receiving legal advice or creating an agency relationship with Worksome. You should consult with a licensed attorney to ensure the terms of any Contract is suitable to your needs.
3.5. Worksome is not a Party to Booking Contract
You acknowledge and agree that Worksome is not a party to any Booking Contract between the Company and Worker. You acknowledge and agree that you, and not Worksome, will be responsible for performing your obligations under any Booking Contract you enter into, and that Worksome disclaims all liability arising from or related to any Booking Contract. You understand and agree that we do not: (i) hire Workers or have any responsibility related to hiring Workers, perform Worker Services, or have any responsibility for performing Worksome Services; (ii) take part in the interaction between Users of the Platform; (iii) have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Users, performance of Worksome Services, calculation of any fees under Booking Contract, authorization to release such fees, or of the integrity, responsibility, or any actions of any Users. Although Worksome may seek to verify a User’s identity, we cannot confirm that each User is who they claim to be. Worksome does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Platform. You represent and warrant that you will not, and will not attempt to, supersede our Terms of Service or limit, reduce, or restrict Worksome’s rights or your obligations under our Terms of Service via the Booking Contract.
3.6. Supplemental Terms
Users may enter into additional agreements as part of each Booking, such as confidentiality, non-disclosure, intellectual property assignments, etc. (called “Supplemental Terms”). Supplemental Terms may not conflict with Worksome’s Terms of Service, and in the event of any conflict, Users agree that the Terms of Service prevail.
4. Worksome Fees and Taxes
Worksome charges service fees for the use of the Services. These fees are set forth in the Fee and Payment Policy. The fees that are charged by Worksome depend on:
(a) the Worksome market;
(b) the type of Services; and
(c) any applicable Enterprise or mid-market Master Services Agreement between a Company and Worksome.
Worksome’s standard fees can be found on our Pricing Page. We may revise the fees applicable to future transactions, subject to applicable notice. Users are responsible for checking the Legal Updates page for any updates or changes to Worksome’s fees.
4.2.1. General. Users contracting through the Platform are responsible for all tax liabilities for payments received for Worker Services. Worksome will not withhold any taxes from payments to Users, unless required under applicable law. If Worksome is required to withhold any amount on behalf of a User, amounts withheld and remitted to any authority on behalf of a User will be reported in accordance with applicable law.
4.2.2. Withholding Taxes. Workers using Payroll Services, and those Bookings classified as employee-type (or local equivalent) may be subject to certain tax withholding as required by applicable law. You acknowledge and agree that you are solely responsible for all tax liability for payments received. Worksome will not withhold any taxes from payments unless required, and otherwise specifically disclaims any obligation to ensure tax withholding or payment obligations on your behalf.
Users located outside of a Worksome Market are solely and exclusively responsible for the payment of taxes, contributions, levies, or other amounts arising under applicable law or regulation in any location not supported as a Worksome Market. User from an unsupported location expressly agree to indemnify and hold Worksome harmless for all liability in any form (including reasonable legal costs) incurred in the defense of any action, of any type, arising from a User’s failure to report and remit any amounts due to a governing authority for payments received through Worksome.
4.2.3. Sales & VAT. Worksome’s fees are exclusive of sales and/or VAT taxes. If Worksome is required under applicable law to collect certain taxes, levies, GST, or other similar taxes you agree to cooperate with ensuring the accurate collection, remittance and reporting of all amounts. Requirements for collection and remittance of taxes vary under applicable law. Workers are responsible for correctly issuing all invoices for Worker Services, and for determining whether under applicable law any sales, value added, or other taxes charges apply. Users are required to correctly configure their profile to include VAT or sales tax numbers and to immediately notify Worksome of any change in their status. You accept and agree to fully cooperate with Worksome in the event of any audit, and to provide Worksome with all records required for any audit. Audits may be initiated for any lawful purpose, including but not limited to, taxes, reporting, compliance, and record request requires Users to demonstrate they are operating their own legal business.
5.1.1. Users share information in the course of engaging with each other on the Worksome Platform. Information not otherwise publicly known is confidential in nature and shall be protected per the terms of this Section.
A Company, or Worker (as “Disclosing Party”) may from time to time disclose to the other (a “Receiving Party”) information about its business affairs, products, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information through the Platform (collectively, “Confidential Information”). The Receiving Party shall: (a) protect and safeguard the confidentiality of theDisclosing Party’s Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; (b) not use the Disclosing Party’s Confidential Information; (c) permit it to be accessed or used for any purpose other than to exercise its rights or perform its obligations under any agreement entered into through the Platform between the parties; and (d) not disclose any such Confidential Information to any person or entity.
5.1.2. Confidential Information shall not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was known by or in the possession of the Receiving Party before being disclosed by or on behalf of the Disclosing Party; (d) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party’s Confidential Information; or (e) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.
5.1.3. At any time during or after the term of this Agreement, at the Disclosing Party’s written request, the Receiving Party shall promptly return to the Disclosing Party all copies, whether in written, electronic or other form or media, of the Disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the Disclosing Party that such Confidential Information has been destroyed. The Receiving Party agrees to provide written certification to the Disclosing Party of compliance with this subsection within ten days after the receipt of the Disclosing Party’s written request for such certification.
5.1.4. In addition to all other remedies available at law, the Disclosing Party may seek equitable relief (including injunctive relief) against the Receiving Party and its Representatives to prevent the breach or threatened breach of this section and to secure its enforcement.
5.2. Compliance with Investigations
We reserve the right to cooperate fully with any law enforcement, court order, subpoena or other legal request or directive requiring us to disclose any information we have about you, your transactions on the Worksome Platform, and communications, including those which include your personal data, identity and other personal information.
You agree to cooperate with us in the investigation of errors, issues, discrepancies, and unusual transactions, legal claims, audits, inquiries, cases, administrative proceedings, investigations, and subpoenas, where permitted by law. This includes matters involving User interactions with the Platform, individual transactions, account configuration, tax audits and compliance controls necessary to ensure our products, services and User account settings comply with all applicable laws.
YOU AGREE TO FULLY WAIVE AND HOLD US HARMLESS FROM ANY CLAIMS RESULTING FROM ANY LAWFUL ACTION TAKEN BY US AS A RESULT OF ANY LAWFUL INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES, COURT ORDER OR SUBPOENA.
Workers are solely responsible for obtaining and maintaining all required insurance policies, including but not limited to: personal and professional liability, health, worker compensation, disability, unemployment, or any other insurance required by law or contract. Worksome does not obtain any insurance coverage on behalf of its Users. If the terms of any booking require additional insurance coverage, you agree to promptly provide proof of insurance, upon request. Failure to promptly comply with any audit of insurance coverage may result in the cancellation of a booking by the hiring Company or Worksome, as applies.
7. User Contributions
All User Contributions must comply with the User Contributions Policy.
8. Limitation of Liability
8.1. In no event shall Worksome be liable for lost profits or any special, incidental, punitive, or consequential damages, including without limitation damages for loss of data, diminution in value, or loss of business, arising out of or in connection with our Site, any of the Worksome services, or this agreement (however arising, including negligence), unless and to the extent prohibited by law.
8.2. Our liability to you or any third parties in any circumstance is limited to the actual amount of direct damages. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold Worksome responsible, for any damages or losses (including, but not limited to, loss of money, goodwill, or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from: (1) your use of, or your inability to use, our websites, software, systems (including any networks and servers used to provide any of the Worksome services) operated by us or on our behalf, or any of the Worksome services; (2) delays or disruptions in our websites, software, systems (including any networks and servers used to provide any of the Worksome services) operated by us or on our behalf and any of the Worksome services; (3) viruses or other malicious software obtained by accessing our websites, software, systems (including any networks and servers used to provide any of the Worksome services) operated by us or on our behalf or any of the Worksome services or any website or service linked to our websites, software or any of the Worksome services; (4) glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems (including any networks and servers used to provide any of the Worksome services) operated by us or on our behalf or any of the Worksome services or in the information and graphics obtained from them; (5) the content, actions, or inactions of third parties; (6) a suspension or other action taken with respect to your Worksome account; or (7) your need to modify your practices, content, or behavior, or your loss of or inability to do business, as a result of changes to this User Agreement or Worksome’s policies.
8.3. IN NO EVENT WILL WORKSOME’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO WORKSOME IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF YOU HAVE NOT PAID WORKSOME ANY AMOUNTS WORKSOME’S SOLE AND EXCLUSIVE LIABILITY TO YOU WILLBE LIMITED TO FIFTY DOLLARS (USD $50.00).
8.4. You and Worksome agree that any cause of action arising out of or related to this agreement, the platform, or the content must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
You agree to defend, indemnify and hold Worksome harmless from any claim or demand, including reasonable legal fees, made or incurred by any third party due to or arising out of your breach of this agreement, your improper use of Worksome services, your violation of any law or the rights of a third party, the actions or inactions of any third party to whom you grant permission to use your Worksome account or to access our Site or any websites operate by us or on our behalf, or any of the Worksome services on your behalf.
10.1. Disputes Between Users
10.1.1. Interactions between Users. You are solely responsible for your interactions with other Users of the Platform and any other parties with whom you interact through the Platform; provided, however, that Worksome reserves the right, but has no obligation, to intercede in such disputes.
10.1.2. Disputes between Users. Disputes between Users (i.e. between Worker and Company) are governed by Worksome’s Dispute Resolution Policy. Users that are unable to resolve any dispute through the process described in the Dispute Resolution Policy may pursue resolution independently. Worksome is not obligated to provide dispute resolution services, any assistance provided is discretionary and not mandatory.
Disputes regarding Worker Services should be promptly initiated directly with the other party directly. Worksome may assist Users in attempting to resolve disputes regarding Worker Services, payment for Worker Services or other related issues, however, Worksome does not guarantee any outcome or resolution as a result of any such assistance.
10.1.3. Informal Investigations. Worksome has the exclusive right, but is not obligated to, monitor, review and investigate all User interactions on the Platform including with other Users. Although we do not generally monitor User communications on the Platform, if we become aware of any possible violations of the law, any legal right or obligation, or the Terms of Service by a User, we reserve the right to further investigate such possible violations including communications and information on the Platform. If a violation of the Terms of Service is discovered, we may, at our sole discretion, immediately terminate your account and all access to use the Site and report any violations of the law to the appropriate authorities without prior notice.
10.1.4. Release. Worksome expressly disclaims any liability for acts or omissions that may arise between Users of the Platform. In the event that you have a dispute with one or more Users, including with respect to the performance of or failure to perform any Worker Services, the amount or sufficiency of any fees related to Booking Contract, or the authorization to release or failure to authorize the release of any such fees, you hereby release Worksome (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
10.2. Dispute Resolution. For clarity, this Dispute Resolution section covers disputes between Users and Worksome. Please see Section 10.1. and our Dispute Resolution Policy for disputes between Users.
10.2.1. The parties shall resolve any dispute, controversy, or claim arising out of or relating to these Terms of Service, or the breach, termination or invalidity hereof (each, a “Dispute”), under the provisions of Sections 10.2.1 through 10.2.4. The procedures set forth in Sections 10.2.1 through 10.2.4 shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and Sections 10.2.1 through 10.2.3 are express conditions precedent to litigation of the Dispute.
10.2.2. Negotiations. If there is a Dispute between a User and Worksome, the party with a grievance will send written notice to the other party of the Dispute relating to these Terms of Service. Prior to the filing of any claim, the parties agree to first attempt to resolve any such dispute through informal consultation between themselves, including not fewer than three (3) negotiation sessions attended by the chief executive officer and chief legal officer of each party company. In the event that such dispute is not resolved on an informal basis, either party may initiate mediation under Section 10.2.3.
10.2.3. Mediation and Arbitration. Subject to Section 10.2.2, any dispute arising out of or in connection with the Terms of Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination will, at either party’s discretion, be first referred to any mutually agreed mediation service by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another in selecting a mediation service, and shall cooperate with the mediation service and with one another in selecting a neutral mediator and in scheduling the mediation proceedings. The parties covenant that they will use commercially reasonable efforts in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.
The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
10.2.4. Litigation or Arbitration as a Final Resort. If the parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within thirty (30) days after the Escalation to Mediation Date, either party may commence binding arbitration in accordance with the provisions of Section 13.
10.2.5. Your Right to Opt-Out. If you do not want to be subject to this Arbitration Provision, you must send a written notice of your decision to opt out to email@example.com from the email address associated with your account within thirty (30) days of the date this agreement is electronically accepted by you. Your notice must include your name, address, phone number, your company Username (if any), and an unequivocal statement that you want to opt out of this Arbitration Provision. If you opt-out, all other parts of this agreement will continue to apply to you including Worksome’s right to require mandatory mediation. Opting out of this Arbitration Provision has no effect on any other agreements that you may currently have, or may enter in the future, with us. An email sent by your agent or representative (including your counsel) will not be effective. If you do not opt-out of this Arbitration Provision within the 30-day period, you will be bound by the terms of this Arbitration Provision.
10.2.6. CLASS-ACTION AND CONSOLIDATED ACTION WAIVER. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE MEDIATED, ARBITRATED, OR LITIGATED ON A CLASS ACTION, JOINT OR CONSOLIDATED BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS A PRIVATE ATTORNEY GENERAL), OTHER USERS, OR OTHER PERSONS. THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. THIS WAIVER OF CLASS ACTIONS AND COLLECTIVE RELIEF IS AN ESSENTIAL PART OF THIS AGREEMENT AND MAY NOT BE SEVERED FROM IT.
10.2.7. Waiver of Jury Trial. EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT, INCLUDING EXHIBITS, SCHEDULES, ATTACHMENTS, AND APPENDICES ATTACHED TO THIS AGREEMENT, IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, ATTACHMENTS OR APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
11. Disclaimers and Releases
Nothing in this agreement or any other part of Worksome’s Terms of Service shall prevent Users from providing simultaneous or consecutive services to other Users, or engaging in any other business activities, whether through Worksome’s Platform or otherwise. Users are always free to engage in any other business activities without restriction.
Users agree that all invoices and payments for Worksome Services shall be conducted through the Worksome Platform. You may not circumvent the Platform for the purpose of contracting directly and agree that doing so may result in immediate termination of your account and may result in actions to enforce our contractual rights including collecting all fees associated with Users circumventing the Platform. You agree to immediately notify Worksome if any User offers to or suggests any payment outside of the Platform in violation of this section. A violation of this section is a material breach of the Terms of Service and may result in suspension or closure of all associated accounts and a permanent ban from using Worksome’s Platform and Services.
11.3. No Warranties
The Worksome services are provided “as-is” and without any representation or warranty, whether express, implied or statutory. Worksome specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
Worksome does not have any control over the services provided by Workers contracting through the Worksome Platform, and Worksome cannot ensure that Users will complete the contract or are authorized to do so. In no case shall Worksome be responsible for the performance of Worksome Services. You understand and agree that, without limitation, you are responsible to ensure the legality, suitability of Workers, including determining the suitability of any particular Worker for an Assignment. Worksome does not evaluate, supervise, direct, or control Workers or the performance of Worksome Services.
Worksome does not guarantee continuous, uninterrupted or secure access to any part of the Site or services. Our networks and systems (including any networks and servers used to provide any of the Worksome services) operated by us or on our behalf may be interfered with by numerous factors outside of our control. The Site may be subject to delays, cancellations, and other disruptions. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you.
If you have a dispute with any other User, you release Worksome from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise, for example, California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.
11.5. Disclaimer for Worker Services
Worksome does not direct, control, supervise, monitor or manage Users in the delivery of Worksome Services. Worksome does not represent or guarantee Worksome Services or guarantee the delivery of Worksome Services. You expressly agree to hold Worksome harmless from all liability related to the delivery of Worksome Services and acknowledge that nothing in this agreement or the Terms of Service shall be construed as creating an employment, agency, attorney-client, or joint venture relationship between Worksome and any User.
12. Intellectual Property
12.1. Worksome Intellectual Property
“Worksome”, and all logos related to Worksome’s services are either trademarks or registered trademarks of Worksome or Worksome’s licensors. You may not copy, imitate, modify or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts are service marks, trademarks, and/or trade dress of Worksome. You may not copy, imitate, modify or use them without our prior written consent. All right, title and interest in and to the Worksome websites, any content thereon, the Worksome Services, including the Worksome Platform, any technology related to the Worksome Services, and any and all technology and any content created or derived from any of the foregoing is the exclusive property of Worksome and its licensors.
12.2. License grants from User to Worksome
Registered Users on the Worksome Site may submit content as part of their use of the Site. Worksome does not claim ownership of the content that Users provide, upload, submit or send to Worksome. Subject to the License grant from companies to Worksome, when you provide content to Worksome or post content on the Platform, you grant Worksome and the parties that we work with a non-exclusive, irrevocable, royalty-free, transferable, and worldwide license to use your content to provide the Worksome service, and to help us develop, improve, operate and promote our services. You acknowledge and warrant that you own or otherwise control all of the rights of the content you provide, and you waive your moral rights and promise not to assert such rights against Worksome.
12.3. License grant from Company to Worksome
Notwithstanding the provisions of the prior paragraph, if you are a company using the Worksome, you hereby grant Worksome and its affiliates a worldwide, non-exclusive, transferable, sublicensable (through multiple tiers), and royalty-free, fully paid-up, right to use and display publicly, during the term of this User Agreement, your trademark(s) (including but not limited to registered and unregistered trademarks, trade names, service marks, logos, domain names and other designations owned, licensed to or used by you) for the purpose of (1) identifying you as a company that uses Worksome services, and (2) any other use to which you specifically consent.
12.4. Ownership and Feedback
The Services are made available to you on an access basis, and no ownership rights are conveyed to you, irrespective of the use of terms such as “purchase”, “sale” or“booking”. Worksome and its licensors have and retain all right, title and interest, including all intellectual property rights, in and to Services (including the Platform and software). From time to time you may choose to submit feedback to us. You have no obligation to provide Worksome with ideas for improvement, suggestions or other feedback (collectively, “Feedback”). If, however, you provide any Feedback, you hereby grant to Worksome a right and license to make, use, offer to sell, reproduce, modify, distribute, sublicense, make available, publicly display and perform, disclose and otherwise exploit the Worksome without restriction or obligation. The foregoing right is non-exclusive, transferable (in accordance with these Terms of Service), irrevocable, worldwide, royalty-free and fully paid-up. No Feedback will be considered your Confidential Information, and nothing in this Terms of Service limits Worksome’s right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. To the extent possible, Users waive any and all moral rights or “droit moral” in Feedback, and you represent and warrant that no third party has any moral, “droit moral” or other rights in the Feedback.
13. Governing Law and Venue
Except to the extent inconsistent with or preempted by law and except as otherwise stated in this User Agreement, and depending on your principal place of business or, if you are an individual, your place of residency, the substantive laws and venue, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute, whether in contract, tort, or statute that has arisen or may arise between you and Worksome as set forth below. The United Nations Convention on Contracts for the International Sale of Goods will not apply.
User’s location of residency or principal place of business: United States of America
Governing Law: Delaware
User’s location of residency or principal place of business: Kingdom of Denmark
Governing Law: Denmark
Venue: Copenhagen, Denmark
User’s location of residency or principal place of business: United Kingdom
Governing Law: England & Wales
Venue: London, England
User’s location of residency or principal place of business: Emirate of Dubai
Governing Law: Dubai, UAE
Venue: Dubai, UAE
User’s location of residency or principal place of business: Germany
Governing Law: Germany
Venue: Berlin, Germany
User’s location of residency or principal place of business: Ireland
Governing Law: Ireland
Venue: Dublin, Ireland
User’s location of residency or principal place of business: France
Governing Law: France
Venue: Paris, France
User’s location of residency or principal place of business: All others
Governing Law: Denmark
Venue: Copenhagen, Denmark
You waive all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
14. Insolvency Proceedings
If any proceeding by or against you is commenced under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law, we’ll be entitled to recover all reasonable costs or expenses (including reasonable legal fees and expenses) incurred in connection with the enforcement of this User Agreement.
All notices, requests, consents, claims, demands, waivers and other communications under this Agreement (each, a “Notice”, and with the correlative meaning “Notify”) must be in writing and addressed to Worksome at its address below (or to such other address that Worksome may designate from time to time), or to you at the email address you provide in your account settings. You are responsible for updating your email address, notices sent to you at the email address in your account settings constitute effective legal notice. Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party; and (b) if the Party giving the Notice has complied with the requirements of this section.
Notice to Worksome:
1253, Copenhagen K
16. Entire Agreement
This Agreement, including and together with the referenced agreements, exhibits, schedules, attachments and appendices, constitutes the sole and entire agreement between you and Worksome and comprise the Terms of Service, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. The parties acknowledge and agree that if there is any conflict between the terms and conditions of this User Agreement and the terms and conditions of any other agreement, the Terms of Service will supersede and control.
If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal or unenforceable, the remainder of this Agreement will be unenforceable.
Upon a determination that any term or provision is invalid, illegal or unenforceable, the Parties will first negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. If the Parties are unable to negotiate in good faith to modify this Agreement to effect the original intent of the Parties, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
Worksome reserves the right, at any time and at its sole discretion, to make amendments to this User Agreement and any referenced agreement comprising the Terms of Service. It is your responsibility to periodically check for amendments. Your continued use of the Site or Site Services will mean that you accept and agree to any posted amendments. If you do not agree to any posted amendment, you may not continue using the Site or Services.
No waiver by any Party of any of the provisions of this Agreement will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement, including with respect to a breach of any of your obligations under this User Agreement, will operate or be construed as a waiver of any right to act with respect to subsequent or similar breaches. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
You will not assign, transfer, delegate or subcontract any of your rights or delegate any of your obligations under this agreement without Worksome’s prior written consent. Any purported assignment or delegation in violation of this section will be null and void. Worksome may assign or transfer this agreement or any right or obligation under this agreement at any time and without requiring consent. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assignees.
21. Force Majeure
Worksome will not be liable or responsible, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this, when and to the extent such failure or delay is caused by or results from acts beyond Worksome’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, outbreak of disease, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; and (h) other events beyond the reasonable control of Worksome.
22. Export Control
You may not use, export, import, or transfer the Platform except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Platform, and any other applicable laws. In particular, but without limitation, the Platform may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Persons List or Entity List. By using the Platform, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Platform for any purpose prohibited by U.S. law, including the development, design, manufacture, or production of missiles, nuclear, chemical, or biological weapons. You acknowledge and agree that products, services, or technology provided by Worksome are subject to the export control laws and regulations of the United States. You will comply with these laws and regulations and will not, without prior U.S. government authorization, export, re-export, or transfer Worksome products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.