Nature of the Platform
WorkMarket is a software company that has created a proprietary electronic platform to connect Users. The WorkMarket Platform is a venue that creates efficiencies in managing and delivering labor and services by allowing Users to match their respective needs. The initial User that creates an account on the WorkMarket Platform (“Account”) is initially designated as the administrator of such Account (“Administrator”). Such Administrator may invite or add additional Users who are his/her or his/her organization’s employees reported to the Internal Revenue Service (IRS) on Form W-2 (“Internal Users”) to such Account and assign such Internal Users various roles and permissions within such Account. The User profiles of such Administrator and any applicable Internal Users are grouped together in the applicable Account. No User may have a profile in more than one Account. WorkMarket is not a service company providing services through Workers and does not employ any Workers in any country. Workers that provide services to Clients are doing so as independent contractors in the country where the Worker is domiciled. No Worker will perform services through the WorkMarket Platform outside of the country where that Worker is domiciled. WorkMarket’s role consists solely of providing access to and use of the WorkMarket Platform to all Users and WorkMarket is not a party to any interactions between a Client and a Worker. Except to the extent, if any, that WorkMarket serves as a communications platform between Clients and Workers and disburses payments from Clients to Workers, WorkMarket does not take part in the interaction between Clients and Workers. WorkMarket does not have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of any Assignment delivered by Workers, nor of the integrity, responsibility or any of the actions or omissions whatsoever of any Users. WorkMarket makes no representations about the suitability, reliability, timeliness, or accuracy of the Assignments requested, undertaken and/or provided by Users.
Eligibility, Representations and Warranties
By registering to use, and by using, the WorkMarket Platform, you represent, warrant, and covenant that:
WorkMarket shall have the right to terminate your ability to access and use the WorkMarket Platform, including closing your Account, in accordance with the community guidelines, for any reason or no reason, at any time without notice.
At your request, WorkMarket will close your Account by disabling all future use of such Account. However, you understand and agree that WorkMarket may retain any information associated with your Account to the extent that WorkMarket is required to retain such information as required by applicable law or to report such information to third parties, including law enforcement authorities or other federal, state, municipal, provincial, territorial or local taxing authority.
Proprietary Platform and Intellectual Property Rights
The WorkMarket Platform is proprietary to WorkMarket. Except with respect to content uploaded to the WorkMarket Platform by you (“User Content”), as between you and WorkMarket, WorkMarket has sole and complete ownership of the WorkMarket Platform, all content thereon and all intellectual property rights therein. As such, you will not (1) create or operate any platform, site or business that is based in whole or in part on the processes or content on the WorkMarket Platform, without the prior written consent of WorkMarket; (2) copy, reproduce, modify, create derivative works, publish, distribute, transmit, publicly display, or post on any other website any content from the WorkMarket Platform without prior written consent from WorkMarket; (3) reverse engineer, decompile, disassemble, modify, distribute, reproduce, republish, or sell in any form or by any means, in whole or in part, the WorkMarket Platform; or (4) injure the WorkMarket Platform in any way, including through the creation or deployment of any virus or corrupted data or copying the WorkMarket website or hindering the functioning of the WorkMarket Platform. Subject to your agreement with and continued compliance with this Agreement, WorkMarket hereby grants you a limited, non-exclusive, revocable, non-transferable license to use and access the portions of the WorkMarket Platform that you are authorized and eligible to use and access. This limited license is revocable by WorkMarket at any time without notice and with or without cause. All rights not expressly granted by the WorkMarket are reserved.
You hereby grant WorkMarket a non-exclusive, worldwide, transferable, fully-paid, royalty-free, perpetual, irrevocable right and license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose in connection with the WorkMarket Platform. WorkMarket has the right to use all data that does not personally identify and/or cannot be combined with readily available information to identify an individual User to WorkMarket for its internal business purposes, including without limitation for research and marketing, product enhancement and statistical analysis. WorkMarket has the right to access your location via your mobile device and provide such information to actual or potential Clients and other Users of the WorkMarket Platform.
WorkMarket has the right, but not the obligation, to edit, modify, refuse to post, reject, eliminate or remove any information existing on or transmitted to the WorkMarket Platform that it, in its sole discretion, believes (1) is unacceptable or in violation of this Agreement, (2) may create liability for WorkMarket or its Users, or (3) may cause WorkMarket to be in breach of its agreements with third-party service providers, including its internet service providers.
WorkMarket may share the information in your account with any other User who has added you to their network on WorkMarket.
Third Party Vendors
As a service to its Users, the WorkMarket Platform includes links to vendors that provide various services including, but not limited to, consumer reports, business reports, background checks, insurance, credit scores, and/or drug testing, which a User may, in his or her sole discretion and at his or her sole expense, elect to acquire and include in his or her User profile. If you use the services offered by such vendors, you agree to comply with all applicable law, including the Fair Credit Reporting Act. WorkMarket does not require such information with respect to any User, and does not control (and shall not be liable for) how a Client may use or disclose such information included in User profiles. WorkMarket expressly disclaims any liability for the accuracy of any such information, or the relevance of any such information in connection with the WorkMarket Platform. You acknowledge and agree that such information is self-reported by the relevant User, may vary significantly from time to time, and depending upon the provider of such information, may or may not be a reliable predictor of a User’s abilities or performance and is done at your sole risk. By using services provided by such vendors on the WorkMarket Platform you hereby consent to the automatic, public release of your report's results. WorkMarket expressly disclaims any and all liability for the release of such information in your User profile, or for any other User’s reliance on such self-reported User information, and you expressly release WorkMarket for any liability associated with such posting and reliance.
If I elect to purchase a background check report via WorkMarket, WorkMarket may obtain from Sterling Infosystems, Inc., 1 State Street, New York, NY 10004, a background check report and/or an investigative consumer report that contains background information about me. WorkMarket may obtain from Sterling Infosystems, Inc. further reports throughout my tenure on WorkMarket without providing further disclosure or obtaining additional consent.
WorkMarket does not make any representations and disclaims all warranties, expressed or implied, regarding the User Content, including with respect to accuracy, legality, safety, completeness or quality thereof. WorkMarket cannot and does not guarantee verification of each User’s identity and/or the information contained in any User profile, the suitability of any Worker to fulfill its obligations under an Assignment, or the ability or willingness of any Client to fulfill its obligations with respect to an Assignment including that Client’s ability to provide payment in a timely manner. Consequently, it is your responsibility to verify the identity of any other User and that User’s suitability with respect to an Assignment including such User’s ability to provide payment in a timely manner. WorkMarket’s website may contain links to websites operated by third parties: These links are for convenience only and WorkMarket is not responsible for their content, privacy policies nor is the link an endorsement of any linked material. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WORKMARKET PLATFORM, ITS SERVICES, AND USER CONTENT ARE PROVIDED TO YOU AND OTHER USERS HEREUNDER “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. THE ENTIRE RISK ASSOCIATED WITH THE USE OF THE WORKMARKET PLATFORM AND SERVICE RESIDES WITH YOU AND OTHER USERS. WORKMARKET HEREBY DISCLAIMS ALL OTHER CONDITIONS OR WARRANTIES, WHETHER EXPRESSED, IMPLIED OR STATUTORY, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Covenant Not to Sue & Limitation of Liability
You acknowledge and agree that WorkMarket shall have no responsibility whatsoever for any actions or inactions of any User, including without limitation claims or disputes concerning the quality of a Worker’s work, a Client’s payment of fees and expenses, another User’s compliance with the terms of this Agreement, or any form of harm to business or equipment caused by another User. You hereby covenant that you will not, anywhere in the world, initiate or cause to be initiated against WorkMarket, any lawsuit, cause of action, claim, or demand, whether at law or equity, that is related in whole or in part to the actions or inactions of another User.
IN NO EVENT WILL WORKMARKET BE LIABLE FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF COVER OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE WORKMARKET PLATFORM OR SERVICES PROVIDED OR PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE OR OTHERWISE. YOU AGREE THAT SHOULD THERE ARISE ANY LIABILITY ON THE PART OF WORKMARKET, THAT WORKMARKET’S LIABILITY SHALL BE LIMITED TO THE TOTAL SUM OF FEES ACTUALLY RECEIVED BY WORKMARKET FOR THE ASSIGNMENT, AND ONLY THAT ASSIGNMENT, THAT CAUSED SUCH LIABILITY.
You will abide by all applicable laws, statutes, ordinances and regulations, including laws governing speech (e.g., defamation), copyright, personal privacy, confidentiality, and other individual rights in using the WorkMarket Platform. You may not post content on or communicate through the WorkMarket website in violation of any applicable law, nor require a User to violate any applicable law or agreement, including any confidentiality or non-disclosure agreement.
Fairness; Responsible Communications and Representations
The WorkMarket Platform is designed to be an interactive platform between Users. When using the WorkMarket Platform, you shall (1) conduct your business with the highest ethical standards and with fairness, and (2) treat and communicate with other Users in a respectful and professional manner. None of your communications on or through the WorkMarket Platform shall be unlawful, defamatory, threatening or harassing. You will not disclose any information concerning other Users that is not already contained in the public domain, except to the extent permitted by such other Users.
Assignments and Payments
The Client will post an Assignment with a specific payment in United States (U.S.) dollars associated with the satisfactory completion of the work stipulated in such Assignment. All such payments are stated inclusive of all sales, use, value added and similar taxes and no such tax amount shall be charged in addition to specified payments. The Client may select the Workers that may view such Assignment. Any selected Worker may choose to accept or reject such Assignment, negotiate the payment for the work in such Assignment, or negotiate the timing and means in which the work is completed. All negotiations are between the Client and the Worker and do not involve WorkMarket in any way. It is in a Worker’s sole discretion to accept an Assignment under terms acceptable to such Worker. Except as set forth below, once a Worker accepts, or applies and is accepted for, an Assignment, such Worker may not reassign the Assignment to any other person or entity, whether on the WorkMarket Platform or not and such Worker agrees to directly perform the work stipulated in the Assignment to the satisfaction of the Client. Once a Client engages a specific Worker to complete an Assignment, such Client may not engage anyone else to complete such Assignment. The Assignment between the Client and the Worker is a legally binding contract between those parties. Notwithstanding the foregoing, a Worker may reassign the Assignment if such Worker is an Administrator and the Administrator may reassign an accepted Assignment to an Internal User that is on its Account. WorkMarket will act as the payment agent between the Client and the Worker for all Closed Assignments (where both the Worker and Client have agreed that the work stipulated has been done to their mutual satisfaction), whereby WorkMarket will transfer funds for such Closed Assignments from the Client to the Worker. At the point of a Closed Assignment the Client is obligated to pay the Worker for the Closed Assignment. Both the Worker and WorkMarket have the right to pursue a claim against the Client for failure to make payment on a Closed Assignment. WorkMarket will not be responsible for payment to a Worker in cases where Client has not made funds available to WorkMarket in the amounts owed with respect to a Closed Assignment. Neither Client nor WorkMarket will be responsible for reimbursing Workers for expenses incurred while engaged in the performance of any Assignment, except for those enumerated in the Assignment and agreed to by the applicable Client. Workers are not considered the owner of the funds in their account that they receive from Closed Assignments until there is a validated TIN on file with WorkMarket.
The Client agrees to pay to WorkMarket a Fee (as defined below) for software services which WorkMarket renders in the United States of America. A “Fee” shall be a percentage of the payment stipulated in the Assignment. Such Fee shall be earned by WorkMarket when the Client submits payment to the Worker for a Closed Assignment. WorkMarket’s standard Fee is ten percent of the payment stipulated in an Assignment. WorkMarket has the right to pursue a claim against the Client for its Fee, including in the case of a Client’s failure to submit payment to the Worker for a Closed Assignment such that WorkMarket can deduct its Fee.
WorkMarket reserves the right to change the Fee charged to Users at any time. WorkMarket’s changes are effective immediately upon their inclusion in the Assignment forms. WorkMarket may in its sole discretion change some or all of its services at any time, with or without notice. In the event that WorkMarket introduces a new service, the fees for such service will be posted on the WorkMarket website and effective at the launch of such service.
Assignments and Representations of Capabilities
Offers of work, issued through the WorkMarket Platform, that include a description of the services needed, a broad time when the services can be performed, a location where the services is to be rendered, in exchange for specified payment are hereinafter referred to as “Assignments”. Clients shall communicate Assignments in clear, simple language and with sufficient specificity to enable Workers to make informed decisions about whether or not to accept the Assignment. Clients shall provide a description, instructions and attach documents where necessary, as well as scheduling location and pricing information. A Client may create a test, survey, group, Assignment or other content for Workers and in which event the Client shall be responsible for ensuring that such content is lawful both in terms of substance and as administered.
Workers shall provide adequate information about their capabilities to perform the Assignment requested. Workers will accept only those Assignments that they are capable of completing in a timely fashion and in accordance with the Assignment specifications.
In the event that a User must cancel an Assignment, such User will contact any affected User as soon as possible. Additionally, such canceling User may be subject to a cancellation fee and/or other sanctions as determined appropriate by the User who sent the affected Assignment.
WorkMarket provides tools that allow Users to move funds in U.S. dollars into and out of their Accounts on the WorkMarket Platform. You hereby authorize WorkMarket to take action on your behalf in order to add or withdraw funds from the third-party accounts you provide. In order to withdraw funds you must provide a valid routing number and account number with a depository financial institution that participates in the Automated Clearinghouse (ACH) system. WorkMarket may provide additional withdrawal methods through third parties; any fees charged by those third-party services will be the sole responsibility of the User that is withdrawing funds. If you intend to make payments using a credit card, you shall submit a credit card authorization with your initial payment. If WorkMarket is requested or is required to return funds via credit card, you shall forgo any incurred credit card processing fees already paid to WorkMarket. For your convenience, WorkMarket may use this authorization to allow you to charge your card for future services. You will lose all title to funds that you have earned through the WorkMarket Platform if you have been found to violate this Agreement. WorkMarket may restrict your ability to withdraw or add funds to your WorkMarket Accounts at any time and for any reason. If you fund your Account or use payment services on the WorkMarket Platform, you guarantee, and assume responsibility for, the delivery of the funds to settle all applicable outstanding invoices on the WorkMarket Platform. If your funding or withdrawal requests are returned due to any error on your part, WorkMarket may charge you $10 per day until you rectify the error.
You may elect to have your payment for Closed Assignments accelerated through the FastFunds service. FastFunds payments will be made directly to your User Account by WorkMarket, and not by the Client. By electing to receive an accelerated payment for a Closed Assignment through the FastFunds service, you sell and transfer to WorkMarket, all right, title and interest in and to any payment due you from Client for such Closed Assignment.
A FastFunds payment is not a loan and is limited to the amount due for a Completed Assignment, minus applicable fees. Your right to receive and retain FastFunds disbursements is not contingent on whether the Client ultimately pays WorkMarket for a Closed Assignment. If you elect FastFunds for a Closed Assignment, and the Client does not pay WorkMarket for that assignment, WorkMarket will not attempt to collect or otherwise recoup a FastFunds payment from you.
WorkMarket will charge a fee of up to 8% of the assignment total for the FastFunds service. While payment to you for a Completed Assignment should be faster if you use FastFunds, you will receive a smaller overall payment amount. FastFunds is voluntary, and you do not have to elect this service to receive payment for your Closed Assignments. Please allow up to 1 business day for FastFunds payment to be made to you.
Taxes and Reporting
You are responsible for payment and reporting of any taxes related to your usage of the WorkMarket Platform. WorkMarket is not obligated to determine the applicability of any taxes or to remit, collect or report any such applicable taxes. Users who are U.S. citizens or other U.S. persons (as defined in IRS Form W-9) are required to provide a completed IRS Form W-9, to be updated annually, or upon any change in the User’s tax status and/or change in the User’s name or TIN. Other Users are required to provide the data necessary to complete the necessary tax reporting forms, to be updated annually, or upon any change in the Users’ tax status and are required to complete IRS Form W-8.
Users who are U.S. citizens or other U.S. persons will not be able to withdraw funds from their WorkMarket Account unless there is an IRS Form W-9, which has been validated using the IRS Taxpayer Identification Number (TIN) Matching Program, on file with WorkMarket. Other Users will not be able to withdraw funds from their WorkMarket Account unless there is a validated TIN and unless they have confirmed the successful completion of IRS Form W-8. Users are responsible for all applicable taxes as purchasers or sellers of services, including any income tax, VAT, GST, HST, use tax, or any other local, state, municipal, provincial, territorial, foreign or federal tax of any kind, as well as any governmental reporting obligations thereto. Users agree to accept electronic delivery of their IRS Form 1099-MISC or any other government tax forms. Each User’s IRS Form 1099-MISC, or other applicable tax documents, will be available after its publication in the User’s Account. Users agree that WorkMarket shall provide the information on the User’s IRS Form W-9 to any Client that has paid the User for an Assignment. WorkMarket may also provide an annual report on the User’s taxable income generated, during the most recent calendar tax year, on the WorkMarket Platform. Once the IRS Form 1099-MISC or any other applicable tax form is published in the User’s Account, the User may download it at any time. WorkMarket will provide a hard copy of any User’s tax documents upon request as required under the guidelines of the appropriate taxing authority.
In certain cases, and solely at WorkMarket’s discretion, WorkMarket’s subsidiary, Resource Enterprise Services LLC, (“RES”) will act as the “Vendor of Record“ whereby the IRS Form 1099-MISC will be issued, under the guidelines of the appropriate taxing authority, to the Worker directly by RES or its affiliates, as a courtesy to the Client. WorkMarket may charge an additional Fee for the Vendor of Record service. WorkMarket reserves the right to assign the Vendor of Record service to a third party. In all other cases, WorkMarket will act as the paying agent for the Client in the Client’s engagement with the Worker. As paying agent, WorkMarket may, in WorkMarket’s sole discretion, issue the IRS Form 1099-MISC or other applicable tax documents, under the guidelines of the appropriate taxing authority, to the Worker under the Client’s TIN in the appropriate taxing jurisdiction.
In the event of any dispute between you and WorkMarket that cannot be resolved informally within 30 days after the dispute arises, the parties agree to mediation using The American Arbitration Association in New York City, and if the parties cannot voluntarily reach agreement within 30 days after the commencement of the mediation, the parties shall consent to have the mediator decide the outcome of the dispute, which decision shall be final and binding on the parties. The Federal Arbitration Act, 9 U.S.C. §1 et seq. and the American Arbitration Association (“AAA”) Employment Arbitration Rules and Mediation Procedures shall apply to the dispute. The laws of the State of New York shall govern the interpretation of this Agreement and the substantive merits of any legal dispute arising from or related to this Agreement, without regard to conflicts of law provisions. THE PARTIES WAIVE ANY RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY DISPUTE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU RELEASE WORKMARKET, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, THAT ARE NOW IN EXISTENCE OR MAY ARISE IN THE FUTURE AND IN ANY WAY RELATE TO A DISPUTE WITH ONE OR MORE USERS, INCLUDING WITHOUT LIMITATION, A DISPUTE ARISING OUT OF THE USE OF THE WORKMARKET PLATFORM PAYMENTS DUE TO YOU FROM A CLIENT OR COMPLIANCE WITH THE TERMS OF THIS AGREEMENT. WHERE APPLICABLE AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE YOUR RIGHTS UNDER CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION), WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
YOU AGREE THAT ANY CLAIMS SUBJECT TO MEDIATION HEREUNDER MUST BE MADE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
To the extent permitted by law, in regards to any dispute between Users, including without limitation, disputes concerning, in whole or in part, claims related to work quality, the payment of fees and expenses, business harm or equipment damage, or compliance with the terms of this Agreement, the Users will resolve the dispute between themselves without involving WorkMarket in any way. If the Users cannot resolve the dispute informally, they shall proceed according to the dispute resolution procedures set forth above. All Users agree that they will not seek any form of support from WorkMarket, including without limitation, subpoenas for documents or witness testimony.
Independent Contractor Status and Relationship of the Parties
All parties to this Agreement are independent contractors and not joint venturers, franchisors or franchisees, partners, employees, agents or brokers of WorkMarket or any Clients for which they perform Assignments or for any recipient of the services on an Assignment (the “End Customer”). Each User hereby acknowledges and agrees that the WorkMarket Platform is intended for use solely by Users who can appropriately enter into independent contractor relationships with one another for Assignments in accordance with applicable law. Notwithstanding the foregoing, each User acknowledges and agrees that WorkMarket does not guarantee that a Worker is an independent contractor of Client, that Client is solely responsible for determining whether, in any particular case, a Worker can lawfully be engaged by Client as an independent contractor, and that WorkMarket is not responsible for and shall not be liable to any other party for such determination. A Client or Worker unsure of whether an independent contractor relationship is appropriate in a given circumstance should consult with legal counsel of their choosing. By entering into this Agreement, each User represents that the User has determined that an independent contractor relationship will exist between such User and all other Users. Each Client furthermore represents that each Worker who performs an Assignment will be doing so as an independent contractor.
Workers represent and acknowledge that they are not employees of WorkMarket, any Client they perform Assignments for or the End Customer. Workers are and shall identify themselves as independent contractors to any third party. As an independent contractor, the Worker shall not be treated as an employee, partner, agent or joint venturer for federal, state, municipal, provincial, territorial and local tax purposes or any other purpose. As independent contractors, Workers are solely responsible for any and all federal, state, municipal, provincial, territorial and local income tax and social security and unemployment taxes, pension plan contributions, health insurance contributions, any VAT tax, sales tax, use tax social services tax or other payroll taxes and any Workers’ compensation contributions for itself and any of its employees. Workers will be responsible for maintaining all records and remitting any taxes and submitting any required documentation, returns or filings to the appropriate taxing authorities. WorkMarket disclaims any responsibility for the foregoing, and Worker and Client each agree to indemnify and hold WorkMarket harmless against any such taxes and contributions. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE AS AN INDEPENDENT CONTRACTOR AND THIS IS AN ESSENTIAL TERM OF THIS AGREEMENT. As independent contractors, Workers bear all of the costs and risks of operating their own business, including risks of loss. Workers agree to report the income received pursuant to this Agreement consistent with the reporting requirements of an independent contractor. As independent contractors, Workers retain the right to provide services to other Clients of their choosing as well as entities not on the WorkMarket Platform.
As an independent contractor, the Worker has the right to:
The Worker agrees that as an independent contractor, the Worker is solely responsible for the materials, supplies, equipment and all other costs incurred in the performance of providing the service and that there shall be no reimbursement for any materials, supplies, equipment or operating costs by WorkMarket or the Client, except for those enumerated in the Assignment and agreed to by the applicable Client. The Worker agrees that in performing any services secured through the WorkMarket Platform, the Worker will be acting in the ordinary course of the Worker’s own business. The Worker agrees that it will not in any way identify its place of business or establishment as a place of business or establishment of WorkMarket or the Client. In the event that a dispute arises as to the status of Worker as an independent contractor, or as to any rights or benefits from Client to which Worker may claim to be entitled, Client and Worker, and not WorkMarket, are responsible for resolving such disputes.
Non-Disclosure and Non-Circumvent
You shall not use or disclose any proprietary or confidential information with which you obtain or otherwise gain access to as a result of your access to or usage of the WorkMarket Platform. All information regarding an Assignment between the Worker and a Client who sent such Assignment, whether or not in writing, of a private, secret or confidential nature concerning the Client’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of such Client. By way of illustration, but not limitation, Proprietary Information may include the contents of an Assignment, products, product improvements, product enhancements, processes, methods, techniques, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of the Client. You will not disclose any Proprietary Information to any person or entity other than the applicable Client or use the same for any purposes (other than in the performance of your duties as stipulated in the Assignment) without written approval by an officer of such Client, unless and until such Proprietary Information has become public knowledge without your fault. While fulfilling the obligations of an Assignment for the Client, a Worker will use his/her best efforts to prevent unauthorized publication or disclosure of any of the Client’s Proprietary Information. The Worker agrees that all files, documents, letters, memoranda, reports, records, data, sketches, drawings, models, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by such Worker or others, which shall come into his/her custody or possession, shall be and are the exclusive property of the Client to be used by the Worker only in the performance of his/her duties for the Client and shall not be copied or removed from the Client’s premises except in the pursuit of the business of the Client as stipulated in an Assignment.
Workers understand and agree that the Assignment generated by a Client is between the Worker performing the service and the Client procuring that service. Unless the End Customer is also the User procuring the service, the Worker agrees that the only communication with the End Customer is to schedule and confirm appointments (if requested in the Assignment) and to deliver the service. Workers are prohibited from directly or indirectly contacting End Customers after the completion of the service and shall not circumvent the Client or WorkMarket in any way. For example, Workers may not leave business cards, flyers, website addresses or other contact information with any End Customer.
You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that WorkMarket provides in connection with your Account and your use of the WorkMarket Platform. Communications include: agreements and policies you agreed to (e.g., this Agreement; updates to WorkMarket agreements or policies; transaction receipts or confirmations; Account statements and history; federal and state tax statements WorkMarket is required to make available to you; and any other information related to any other Account or your transactions on the WorkMarket Platform.) WorkMarket will provide these Communications to you by posting them on the WorkMarket website or emailing them to you via the email information provided in your Account. In order to access and retain electronic Communications, you will need a current web browser (WorkMarket supports the latest versions of all commonly used web browsers) with cookies enabled; a recent version of Adobe Acrobat Reader to open documents in .pdf format; a valid email address (your primary email address on file with WorkMarket); and sufficient storage space to save past Communications or an installed printer to print them. WorkMarket will notify you if there are any material changes to the hardware or software needed to receive electronic Communications from WorkMarket by updating this Agreement. By giving your consent above, you are confirming that you have access to the necessary equipment and are able to receive, open, and print or download a copy of any Communications for your records. You may print or save a copy of these Communications for your records as they may not be accessible online at a later date. You may withdraw your consent to receive Communications electronically by writing to us by email at [email protected] If you fail to provide or if you withdraw your consent to receive Communications electronically, WorkMarket reserves the right to either deny your application for an Account, restrict or deactivate your Account, or charge you additional fees for paper copies. After you consent to receive Communications electronically, you may withdraw your consent to receive IRS Form 1099-MISC electronically by contacting us as described above. You will continue to receive all your other Communications electronically, but WorkMarket will send your Form 1099-MISCs to you by U.S. mail. If, after you consent to receive Communications electronically, you would like a paper copy of a Communication WorkMarket previously sent you, you may request a copy within 180 Days after the date WorkMarket provided the Communication to you by contacting us as described above. WorkMarket will send your paper copy to you by U.S. mail. In order for us to send you paper copies, you must have a current street address on file as your “Home” address in your WorkMarket Account Profile. If you request paper copies, you understand and agree that WorkMarket may charge you a records request fee for each Communication. The records request fee will not be charged if you request a Form 1099-MISC in paper form; for all other Communications, the records request fee is $100. It is your responsibility to keep your primary email address up to date so that WorkMarket can communicate with you electronically. You understand and agree that if WorkMarket sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, WorkMarket will be deemed to have provided the Communication to you. Please note that if you use a spam filter that blocks or re-routes emails from senders not listed in your email address book, you must add WorkMarket to your email address book so that you will be able to receive the Communications WorkMarket sends to you. You can update your primary email address or street address at any time by logging into the WorkMarket website. If your email address becomes invalid such that electronic Communications sent to you by WorkMarket are returned, WorkMarket may deem your Account to be inactive, and you will not be able to transact any activity using your WorkMarket Account until WorkMarket receives a valid, working primary email address from you.
You agree that WorkMarket shall not be responsible for, and you shall indemnify, defend and hold harmless WorkMarket, its officers, directors, employees, agents, representatives and corporate affiliates from, any claims, actions, demands, damages, liabilities, and costs (including attorney’s fees) in any way arising out of or in connection with your or another User’s (1) Content, (2) access or use of the WorkMarket Platform, (3) violation of any term of this Agreement, or (4) breach or violation of a right of any third party or of any law, statute, ordinance or regulation.
In the event that WorkMarket’s delivery of its services (including the availability of the WorkMarket Platform) is delayed, prevented or otherwise made impracticable by reason of any acts of God, floods, earthquakes, or other natural catastrophes; national emergencies, strikes, lockouts or other labor difficulties; computer “hacking” attack or computer virus; major failures of the internet infrastructure; any law, order, regulation or other action of any governing authority; or any other cause beyond WorkMarket’s reasonable control, WorkMarket shall be excused from such delivery to the extent that its delivery of its services is delayed, prevented, or otherwise made impracticable by such cause.
WorkMarket has the right to transfer or assign this Agreement and the rights hereunder to any other person or entity without your consent. You do not have the right to directly or indirectly assign or transfer, by operation of law or otherwise, this Agreement or any rights thereunder to any other person or entity without WorkMarket’s prior written consent. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the successors and permitted assigns of the parties hereto. Any assignment or transfer contrary to this paragraph shall be void.
You affirm that you have carefully read this Agreement, understand the contents, have had an opportunity to fully discuss and review the terms and conditions with legal counsel or other advisors and freely and voluntarily agree to all of the terms and conditions of this Agreement.
Please address all legal notices to Jeffrey Wald, Chief Operating Officer, WorkMarket, Inc. via email at [email protected]
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, such provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
As used in this Agreement, the word “shall” and “will” are mandatory, the word “may” is permissive, the word “or” is not exclusive, the words “includes” and “including” are not limiting, and the singular includes the plural.
This Agreement contains the entire agreement between you and WorkMarket with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communication between them concerning its subject matter, and shall not be contradicted, explained or supplemented by any course of dealing or course of performance between WorkMarket and you.
Notwithstanding the above and for the avoidance of doubt, any independent Subscription Agreement or Non-Disclosure Agreement entered into by you and WorkMarket shall govern to the extent that there is a conflict between this Agreement and any such Subscription Agreement or Non-Disclosure Agreement.
Modifications to Agreement
WorkMarket may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after WorkMarket provides notice of the Changes, whether such notice is provided through the Platform user interface, is sent to the e-mail address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first.