The Service is a communications platform which enables the connection between (a) individuals and/or businesses (“Providers” or “Jobblers” or “you”) seeking to perform services (“Work”) and (b) individuals and/or businesses (“Clients”) seeking Providers to Work pursuant to Client service requests (“Assignments”). Subject to the terms set forth herein, Providers may access the Service to review Assignment openings (“Openings”), apply, and accept Assignments from the Clients in accordance with a completion time and date (“Jobble Completion Date”) and the fee associated with the Assignment (the “Payment”). Once a Provider has been accepted an Assignment, the Opening will become a “Jobble Engagement”. For the avoidance of doubt, Providers are under no obligation to perform any Work and can quit after being accepted prior to the Jobble Engagement commencing.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Jobble reserves the right to unilaterally revise these Provider Terms, and to include additional terms at any time. If we do, we will place a notice on our site located at www.jobble.com, send you an email, and/or notify you by some other means. In any case, however, Providers are responsible for regularly reviewing these Provider Terms for modifications and updates. If you do not agree with the new terms, you are free to reject them, but that means you will no longer be able to use the Services. Continued use of the Services after any such changes are made to these Provider Terms shall constitute your consent to such changes.
You acknowledge that you are able to electronically receive, download, and print these Provider Terms, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices or documents required by, or incorporated into, these Provider Terms by reference, any amendments to these Provider Terms, or any other items required by regulation or law. Further, you agree to keep the contact information in your account current at all times including, but not limited to, your email address, physical address, and phone number.
Use of the Service is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the United States to become a Provider. If you do not meet these criteria, you may not register to become a Provider or use the Services in any manner.
Children’s Online Privacy Protection Act. The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under thirteen (13). We do not knowingly collect or solicit personally identifiable information from children under thirteen (13); if you are a child under thirteen (13), please do not attempt to register for or otherwise use the Services or send us any personal information. If we learn we have collected personal information from a child under thirteen (13), we will delete that information as quickly as possible. If you believe that a child under thirteen (13) may have provided us personal information, please contact us at firstname.lastname@example.org.
Telephone Consumer Protection Act. As part of the Services, you may receive communications through the Services, including messages that Jobble send you (for example, via email, calls, SMS, or push notifications). When signing up for the Services, you may receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Jobble to send you information that we think may be of interest to you, which may include Jobble using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Jobble including texts, calls, and push notifications, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Jobble. You agree to indemnify and hold Jobble harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
1.1 Background Checks and Privacy Information. As part of your initial registration with Jobble, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Service to view, apply, and work Assignments. You further agree to complete any ongoing background checks as may be required by Jobble or a Client. Failure to complete the initial or ongoing background check processes may result in inability to apply and work Assignments and/or removal from the Service. Please note that in order to run your background check, Jobble will ask for your social security number during the onboarding process. Jobble may also share your social security number with our payment vendor, Stripe (or other payment processor for which we provide notice), in order to verify your payment account to ensure the safety of your account. You may also be asked to upload profile information including, without limitation, biographic information, employment history, education, salary information, a personal photograph or likeness, and other personally identifying information (“Profile Information”). Notwithstanding any rights of publicity, privacy or otherwise anywhere in the world, you hereby authorize Jobble to, and to allow others working on its behalf to, use, reproduce, display, publish, share
1.2 Best Efforts. By registering to become a Provider and applying to an Opening, you agree to use your best efforts to perform the Jobble Engagement such that the Work meets the requirements and specifications of the Client, for whom the Assignment was created. Once a Provider has been accepted to an Assignment, the Opening will no longer be available for performance by other Provider who applied to the Assignment. By applying to an Opening that is subsequently accepted by a Client, you are entering into a binding legal agreement to provide the Work for the Payment specified in the Assignment. Do not apply to an Assignment unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Work identified in the Assignment; (3) you can perform the Work in the requested time period; and if required, you can get to and from the Client’s location. Failure to timely perform the Work consistent with the Client’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Assignment in accordance with the Client’s requirements.
1.3 Payment. Subject to the payment terms set forth below, you understand and agree that you will only be paid in accordance with hours reported or submitted by Client in connection with each completed Jobble Engagement. Jobble is not responsible for any disputes or discrepancies between you and a Client.
1.4 Rights and Restrictions.
(a) The materials displayed or performed or available on or through the Service, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Service, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Jobble’s) rights.
(b) Subject to the terms of these Provider Terms, Jobble grants each properly registered Provider a non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that Jobble owns the Service. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
(c) Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
(d) The Services may contain links or connections to third-party websites or services that are not owned or controlled by Jobble. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that Jobble is not responsible for such risks.
(f) If there is a dispute between participants on this site or Services, or between Providers or Users and any third party, you agree that Jobble is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release Jobble, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Services. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
1.5 User Submissions.
(a) Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Services. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.
(b) You agree that you will not post, upload, share, store, or otherwise provide through the Services any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.
(ii) By submitting User Submissions through the Services, you hereby do and shall grant Jobble a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of this site or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Services. You also hereby do and shall grant each user of this site and/or the Services a non-exclusive, perpetual license to access your User Submissions through this site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Services. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
1.6 Mobile Applications and In-App Purchases. You acknowledge and agree that the availability of our mobile application is dependent on the third party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our Application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of this Agreement, the more restrictive or conflicting terms and conditions in this Agreement apply.
(a) This Agreement applies to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:
(i) Both you and Jobble acknowledge that this Agreement is concluded between you and Jobble only, and not with Apple, and that Apple is not responsible for the Application or any Content;
(ii) The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as they are applicable to the Services;
(iii) You will only use the Application in connection with an Apple device that you own or control;
(iv) You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
(v) In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
(vi) You acknowledge and agree that Jobble, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
(vii) You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Jobble, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
(viii) You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
(ix) Both you and Jobble acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
(x) Both you and Jobble acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.
othing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Jobble and you or between the Client and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Jobble that is inconsistent with your being an independent contractor (and not an employee) of Jobble. You are not the agent of Jobble or the Client and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Jobble or the Client.
As an independent contractor, you are solely responsible for determining which Assignment or Opening you apply to and work, and how, when and where you will perform the Work under these Provider Terms. Jobble will provide no supervision and will have no control over the manner or time in which you perform the Work. Further, you must provide all equipment, tools, material and labor that may be necessary to perform the Work. You acknowledge and understand that Jobble will not provide you with any equipment, tools, material, labor, or any expense reimbursement to perform the Work and will only (subject to the terms and condition stated herein) provide you with access to the Services for purposes of enabling you to access to apply and work (if you so choose) Assignments and engage in incidental, related activities (if you so choose).
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Service. Jobble does not restrict your right to provide services to other parties and acknowledges that Provider can earn income from other sources. Jobble does not guarantee any minimum amount of Jobble Engagements and does not instruct Providers how to perform the work or oversee any of the actual Services performed by the Provider.
Without limiting the generality of the foregoing:
2.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Jobble, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Jobble will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Jobble, or any affiliate of Jobble (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Client and its parents, subsidiaries, affiliates or related entities or by Jobble, its parents, subsidiaries, affiliates or other related entities.
2.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Jobble will report the Payments paid to you for services rendered as part of Jobble engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Jobble for the cost of any tax liabilities incurred by Jobble as a result of your failure to pay all applicable taxes in a timely manner.
3.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Jobble. During the term of these Provider Terms and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by these Provider Terms, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Jobble’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Jobble’s or any Client’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Clients) that Jobble and/or the Client’s considers to be confidential or proprietary or which Jobble has a duty to treat as confidential.
3.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
3.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Jobble’s or a Client’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Jobble, or is required by law or court order, provided that you immediately notify Jobble in writing of such required disclosure and cooperate with Jobble, at Jobble’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
3.4 Removal; Return.
Upon Jobble’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Jobble or, if so directed by Jobble, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Jobble in writing that you have fully complied with these obligations.
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under these Provider Terms, or any Jobble Engagement, or that is otherwise inconsistent with these Provider Terms or any Jobble Engagement.
5.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
(c) You will fully conform to the Client specifications, requirements, and other terms of any Jobble Engagement that the Client has accepted you for and the Work performed will be of a professional and workmanlike quality;
(d) You will comply with all applicable laws, rules and regulations in connection with performance of the Work under this Agreement;
(e) Any workers that you may employ, engage or otherwise retain to assist with performance of Work under Provider Terms are properly classified and treated under any applicable laws and will assist with the performance of Work in a safe, lawful and workmanlike manner.
(f) You will not contribute any Content (as defined below) or otherwise use the Services or interact with the Services in a manner that:
(i) infringes or violates the intellectual property rights or any other rights of anyone else (including Jobble);
(ii) violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by Jobble;
(iii) is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(iv) jeopardizes the security of your Jobble User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
(v) attempts, in any manner, to obtain the password, account, or other security information from any other user;
(vi) violates the security of any computer network, or cracks any passwords or security encryption codes;
(vii) runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Service’s infrastructure);
(viii) “crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(ix) copies or stores any significant portion of the Content; or
(x) decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
Indemnification. You will indemnify and hold harmless Jobble and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Jobble Engagement, which act or omission gives rise to any claim for damages against you, Jobble and/or its parents, affiliates, employees or agents. Jobble shall not have, and you forever waive and release Jobble from any claim that Jobble has, any obligation to, defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Jobble Engagement.
5.3 Insurance. You acknowledge that you are an independent contractor, not an employee of Jobble. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Jobble to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. As an independent contractor, you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while performing any Work, working in the course and scope of any Jobble Engagement or otherwise in your use of the Services, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Jobble may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Jobble Engagement or the Work, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Jobble may have, and that Jobble is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.
5.4 Warranty; Disclaimer.
Jobble and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Jobble and all such parties together, the “Jobble Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the Jobble Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES, CONTENT, AND JOBBLE APPLICATION ARE PROVIDED BY JOBBLE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Jobble disclaims all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Service by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL ANY JOBBLE PARTIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JOBBLE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY JOBBLE FOR JOBBLE ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7.1 Termination by Jobble. Jobble reserves the right to terminate (or suspend) your access to the Services for any reason in Jobble’s discretion, including if you breach this Agreement or any Jobble Engagement, if you violate the law in connection with your use of the Service (or in connection with the performance of the Work) or if you have otherwise engaged in conduct in using the Service that Jobble, in its sole discretion, believes in good faith to be detrimental to its business interests.
7.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Service. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
8.1 Governing Law. This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the Commonwealth of Massachusetts, without regard to the conflicts of laws provisions thereof.
8.2 Arbitration Agreement. Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Jobble and limits the manner in which you can seek relief from Jobble. Both you and Jobble acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of this Agreement, Jobble’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of this Agreement, and that upon your acceptance of this Agreement, Personnel will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third-party beneficiary hereof.
(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of this Agreement directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Suffolk Country, Massachusetts. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. Jobble will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
(c) Small Claims Court; Infringement. Either you or Jobble may assert claims, if they qualify, in small claims court in Suffolk Country, Massachusetts. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
(d) Waiver of Jury Trial. YOU AND JOBBLE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Jobble are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and Jobble over whether to vacate or enforce an arbitration award, YOU AND JOBBLE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
(e) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CLIENT, PROVIDER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT, PROVIDER OR USER. If however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Jobble is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in (g) below.
(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Jobble Inc. P.O. Box 121254 Boston, MA 02112-1254 postmarked within thirty (30) days of first accepting this Agreement. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of this Agreement’s arbitration agreement.
(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Jobble to litigate any dispute arising out of or relating to the subject matter of this Agreement in court, then the foregoing arbitration agreement will not apply to either party, and both you and Jobble agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Suffolk Country, Massachusetts, or the federal district in which that county falls.
(h) Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Jobble.
8.3 Modifications to Service. Jobble reserves the right at any time to modify or discontinue, temporarily or permanently, the Jobble application or the Service (or any part thereof) with or without notice. You agree that Jobble shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Jobble application or the Services.
8.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersedes any and all prior communications and agreements whether written or oral concerning the subject matter herein.
8.5 Validity. The invalidity or unenforceability of any part of this Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.