JOINER SERVICES - TERMS OF SERVICE

Updated: February 20, 2025

User Agreement

Carefully read this User Agreement, which is part of our "Terms of Service,” as defined below. It contains information regarding your legal rights, remedies, and obligations. These include limitations, exclusions, a binding arbitration agreement, and a class-action waiver.

This User Agreement (“Agreement”) is a contract between you (“you” or “User”) and JOINER Services LLC (“JOINER”). You must read, agree to, and accept all the terms and conditions in this Agreement to be a User of our website at https://joinerservices.io or any part of the Site or Services.

This Agreement incorporates by reference, as they may be modified: (i) Terms of Use and (ii) Privacy Policy. This Agreement refers to them collectively, together with itself, as the “Terms of Service.”

Subject to the conditions outlined in this Agreement, JOINER may, in its sole discretion, amend this Agreement and the Terms of Service at any time by posting a revised version on the Site or notifying you by email. JOINER will provide reasonable advance notice of any amendment that includes a Substantial Change by posting the updated Terms of Service on the Site, providing notice on the Site, or sending you notice by email. Any revisions to the Terms of Service will take effect on the noted Effective Date (each, as applicable, the “Effective Date”).

By using the Site or Site Services, you agree to be bound by the Terms of Service, including the arbitration provision of this Agreement. If you do not accept the Terms of Service in their entirety, you must not access or use the Site or the Site Services after the Effective Date except as permitted by the Terms of Use.

Suppose you agree to the Terms of Service on behalf of an entity or agency or in connection with providing or receiving services on behalf of an entity or agency. In that case, you represent and warrant that you have the authority to bind that entity or agency to the Terms of Service and agree that you are binding both you and that entity or agency to the Terms of Service. In that event, “you” and “your” will refer to and apply to you and that entity or agency.

1.   JOINER Services Accounts

1.1. Registration and Acceptance

By registering for an Account to use the Site or Site Services (“Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.

You must register for an Account to access and use certain portions of the Site and the Site Services. Subject to the Terms of Use, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. JOINER reserves the right to decline a registration to join JOINER or to add an Account of any type (i.e., as a Client or Contractor) for any lawful reason, including supply and demand, cost to maintain data or other business considerations.

Suppose you create an Account as an employee or agent on behalf of a company. In that case, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company. Your privacy is vital to JOINER, and your information will be handled in accordance with our Privacy Policy, which is part of the Terms of Service and applicable law.

1.2. Account Eligibility

JOINER offers the Site and Site Services for your business purposes only. To register for an Account or use the Site and Site Services, you must: (i) be an employee or agent of and authorized to act for and bind an independent business (whether it be as a self-employed individual/sole proprietor or as a corporation, limited liability company, or other entity); (ii) use the Site and Site Services for business purposes only; (iii) comply with any licensing, registration, or other requirements concerning your business, or the business for which you are acting; and (iv) be a legal entity or an individual who is 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which you conduct business) who can form legally binding contracts.

1.3. Account Profile

To register for an Account to join the Site, you must complete a User Profile (“Profile”), which you consent to be shown to other Users and the public. You agree to provide true, accurate, and complete information on your Profile and all registration and other forms you access on the Site or provide to us and to update your information to maintain its truthfulness, accuracy, and completeness. You agree not to provide false or misleading information about your identity or location, your business, your skills, or the services your business provides and to correct any such information that is or becomes false or misleading.

1.4. Account Types

As described in this Section, there are two different Account types. You agree not to have or register for more than one Account without express written permission from JOINER. We reserve the right to revoke the privileges of the Account or access to or use of the Site or Site Services and those linked Accounts without warning if, in our sole discretion, we believe that false or misleading information has been provided in creating, marketing, or maintaining your Profile or Account.

1.4.1.   Client Account

You can register for an Account to use the Site and Site Services as a Client (“Business Account”). Each User under a Client Account (“Team Member”) can be permitted to act on behalf of the Client Account. Client Accounts can only view Contractor Accounts and cannot view other Client Accounts.

1.4.2.   Contractor Account

You can register for an Account or add an Account type to use the Site and Site Services as a Contractor (“Contractor Account”). Contractor Accounts can only view Projects and cannot view other Contractor Accounts.

1.5. Account Permissions

You may not request or allow another person to create an Account for your benefit, other than an authorized agent may create an Account on behalf of a business. Permitting other Users under your Account, including as a Team Member or Agency Member, you (i) the User is authorized to act on your behalf, and (ii) you are liable for the User’s acts. Any User violating the Terms of Service may affect your ability to use the Site and Site Services. Upon closure of an Account, JOINER may close any related Accounts.

1.6. Identity and Location Verification

JOINER will verify to its satisfaction and at its discretion your identity, location, email address, educational background, resume, financial accounts and ability to act on behalf of your business. When requested, you must promptly provide us with whatever information we request, but while we are verifying your Account, some features may be limited.

1.7. Usernames and Passwords

Each person who uses the Site must register for their own Account. You must safeguard and maintain the confidentiality of your username and password. You must not share your username or password with any person. You are liable for the acts of any person using the Site with your username and password either is you or is authorized to act for you. You must notify us immediately if you suspect any unauthorized use of your Account. You must not use the Account or log in with the username and password of another User (i) you are not authorized to use both or (ii) the use would violate the Terms of Service.

2.   Purpose of JOINER Services

The Site is a marketplace where Clients and Contractors can identify each other and advertise and buy Contract Services online. Subject to the Terms of Service, JOINER provides the Site Services to Users, including hosting and maintaining the Site, facilitating Service Contracts, and assisting Users in resolving disputes that may arise with those Service Contracts.

2.1. Relationship with JOINER Services

JOINER makes the Site and Site Services available to enable Contractors and Clients to find and transact directly with each other. JOINER does not (i) introduce Contractors to Clients, (ii) find Projects for Contractors, or (iii) find Contractors for Clients. Through the Site and Site Services, Contractors may be notified of Clients who are seeking the services they offer, and Clients may be notified of Contractors who offer the services they seek; at all times, however, Users are responsible for evaluating and determining the suitability of any Project, Client or Contractor. If Users decide to enter into a Service Contract, the Service Contracts are between the Users and JOINER, as JOINER is a party to the Service Contracts.

Users are responsible for (i) ensuring the accuracy and legality of any User Content and (ii) determining the suitability of other Users for a Service. You must assess whether to enter into a Service Contract with another User and verify any information about another User, including Composite Information. JOINER does not make any representations about or guarantee the truth of User Content on the Site. JOINER does not guarantee the work of Contractors. Also, JOINER does not supervise, direct, control, or evaluate Contractors or their work and is not responsible for any Project, Project terms, or Work Product. JOINER makes no representations about and does not guarantee, and JOINER is not responsible for, (i) the quality, safety, or legality of Contractor Services, (ii) the qualifications, background, or identities of Users, (iii) Contractors’ ability to deliver Contractor Services, or (iv) User Content and statements or posts made by Users. While JOINER may provide specific badges on Contractor Profiles, such badges are not a warranty of the Contractor's quality, ability, or willingness to complete a Project.

Contractors have the discretion to determine which Projects to accept.  Contractors are not JOINER employees or eligible for employment benefits (e.g., unemployment benefits, workers' compensation insurance, etc.). JOINER is not liable for any act or omissions by Contractors or other Users, including those related to Service Contracts.  JOINER does not supervise, direct, or control any Contractor. JOINER does not impose quality standards or a deadline to complete a Service Contract. JOINER does not dictate how a Contractor performs Services. Clients determine when to perform a Project, including the days, hours, work schedule, and work location. JOINER has no control over the Contractor’s pricing, work schedule, or work location. Contractors will be paid at such times and amounts as outlined in a given Project Service Contract. JOINER does not guarantee the Contractor a regular salary or a minimum, regular payment. JOINER does not provide (i) Contractors with training or any equipment, labor, tools, or materials related to any Project Service Contract, (ii) the premises at which Contractors will perform the work, or (iii) shipping services for any physical Work Product. The Contractor may not use subcontractors or employees in place of himself or herself.

Nothing in this Agreement is intended to prohibit or discourage a User from engaging in other business activities or providing services through other channels, provided that Users comply with the Opt-Out provisions described in this Agreement. Users may and are encouraged to engage in other business activities and services.

2.2. Taxes and Benefits

Contractor must: (i) pay tax liability in connection with payments received through JOINER, and JOINER will not withhold taxes from payments to Contractor; (ii) obtain liability, health, workers’ compensation, disability, unemployment, or other insurance desired; or required by law, and JOINER doesn’t provide Contractor any insurance; and (iii) if outside of the United States, notify JOINER of my obligation to withhold any Contractor Fees. If JOINER is audited, Contractor must promptly cooperate with JOINER and provide copies of Contractor’s tax returns and other documents for such audit, including records showing Contractor is engaging in an independent business as represented to JOINER.

2.3. Marketplace Feedback and User Content

Users publish information on the Site about the User, such as feedback, composite feedback, geographical location, and credentials. Such information is based solely on unverifiable data Users voluntarily submit it is not an introduction, endorsement, or recommendation by JOINER.  This information is provided solely for the convenience of Users.

You want composite or compiled feedback about Users, including yourself, posted on User Profiles and elsewhere on the Site. Feedback results for you, including your true star rating and would hire again (collectively, “Composite Information”), includes feedback left exclusively by other Users. JOINER will make Composite Information available to other Users. JOINER provides its feedback system as a means through which Users can share their opinions of other Users publicly, and JOINER does not monitor, influence, contribute to, or censor these opinions. Posted Composite Information relates only to the business advertised in the Profile and not to any person.

JOINER does not investigate remarks posted by Users or other User Content for accuracy or reliability, nor does it guarantee that User Content is accurate. You are solely responsible for your User Content, including its accuracy. You are solely responsible for any legal action that may be instituted due to or in connection with your User Content. JOINER is not responsible for feedback or comments posted on the Site, even if that information is defamatory or otherwise legally actionable. To protect the integrity of the feedback system and protect Users from abuse, JOINER reserves the right (but is under no obligation) to remove posted feedback or information that, in JOINER’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system, or otherwise is inconsistent with the business interests of JOINER. You must notify JOINER of errors in your feedback results, including the Composite Information.

3.   Contractual Relationship Between JOINER, Client, and Contractor

3.1. Service Contracts

If a Client and Contractor choose to enter into a work relationship, JOINER will create the Service Contracts. JOINER is a party to any Service Contract. Users entering a Service Contract does not create a relationship between either or both of them and JOINER other than expressly outlined in the Service Contract.

3.1.1.   Client Service Contract (“CSC”)

The Client Service Contract is a contract between JOINER and a Client. Under this Service Contract, the Client must pay JOINER the hourly rate outlined in this contract for the work a Contractor performs.

3.1.2.   Project Service Contract (“PSC”)

The Project Service Contract is between JOINER and the Contractor. Under the Project Service Contract, JOINER must pay the Contractor the hourly rate outlined in this contract for the Client’s Project.

Concerning any Service Contract, Clients and Contractors may enter into ancillary agreements that do not conflict with or modify JOINER’s rights or their obligations under the Terms of Service or Service Contracts.

3.2. Disputes Among Users

For disputes arising between Clients and Contractors, you must (i) negotiate in good faith to resolve the issue and (ii), if unsuccessful, submit it to binding arbitration. JOINER will not and is not obligated to provide any dispute assistance.

A Contractor or Client must not request an order from any arbitrator or court that directs JOINER to take any action unless it includes a provision that JOINER be paid the amount to which it would otherwise be entitled.

3.3. Confidential Information

To the extent a User provides Confidential Information to another User, the recipient must protect the secrecy of the discloser’s Confidential Information with the same degree of care as it uses to protect its Confidential Information, but in no event with less than due care. On a User’s written request, the party that received Confidential Information will promptly destroy or return the disclosing party’s Confidential Information and any copies in its possession or control.

4.   Worker Classification

Nothing in this Agreement creates a partnership, joint venture, franchisor-franchisee, or employer-employee relationship between JOINER and a User.

The Client has complete discretion about selecting a Contractor for a Project. Clients should engage Contractors as independent Contractors. The Client must engage Contractors consistent with applicable laws. JOINER is not involved in or liability arising from or relating to the classification of a Contractor generally or about a particular Project.

5.   JOINER Services Fees

5.1. Contractor Service, Maintenance, and Administration Fees

Contractors must pay JOINER fees for using the Service. When a Client pays JOINER for a Project or funds related to a Project are otherwise released, JOINER will credit the Contractors' Account. JOINER must deduct the fees from the Project Service Contract that are included in the Project price for itself. If the Contractor withdraws funds in a currency other than U.S. dollars, JOINER may impose a foreign-currency-conversion charge that differs from rates in the Project Service Contract.  JOINER will conduct background checks on Contractors for a proper fee.

5.2. Client Recruiting

Clients must pay JOINER a recruiting fee of 20% of the employee's annual salary if they or an affiliate hire a Contractor within 12 months after the Client Service Contract is completed.

5.3. No Fee for Introducing or Finding Projects

JOINER does not introduce Clients to Contractors or help Contractors secure Projects. JOINER makes the Site and Site Services available to enable Users to do so themselves. Therefore, JOINER does not charge a fee when a Contractor finds a suitable Client or vice versa. In addition, JOINER does not charge a fee or dues for posting feedback.

6.   Payment Terms

6.1. Client Payments on Client Service Contracts

JOINER will invoice the Client for fees weekly, and the Client will pay invoices consistent with the Client Service Contract. Failure by the Client to dispute an Hourly Invoice is an acknowledgment of its validity.

6.2. Non-payment

If the Client fails to pay any amounts due, JOINER must seek any remedies under this section or applicable law. The Client is in default on the earliest occurrence of any of the following: (i) Client fails to pay an invoice issued to the Client by JOINER within the period agreed; (ii) Client initiates a chargeback resulting in a charge made by JOINER being reversed to the Client; or (iii) Client takes or fails to take an action that results in a negative or past-due balance on the Client’s Account.

If Client is in default, JOINER may, without notice, close Client’s Account and revoke Client’s access to the Site and Site Services. However, the Client remains responsible for any amounts that accrue on open Projects when a limitation is put on the Client’s Account. Without limiting other available remedies, Client must pay JOINER any amounts owed, plus interest on the outstanding amount at the lesser of 5% per month or the maximum interest allowed by applicable law, plus attorney fees and other collection costs.

At our discretion, JOINER may, without notice, (i) charge any amount that Client owes JOINER to any Payment Method on file on the Client’s Account, (ii) set off amounts due against other amounts received from Client or held by for Client by JOINER, and (iii) make appropriate reports to credit-reporting agencies and law enforcement authorities.

JOINER is not liable for the Client Service Contract if the Client defaults. Contractors may pursue other remedies against Client as Contractor chooses. Suppose JOINER recovers funds from a Client under this section. In that case, JOINER will disburse any portion owed under a Project Service Contract to the applicable Contractor to the extent credited by JOINER.

6.3. No Return of Funds and No Chargebacks

JOINER will charge or debit to Client’s designated Payment Method for the Client Service Contract. Charges or debits the Client’s designated Payment Method for the Client Service Contract is non-refundable, except as otherwise required by applicable law. The Terms of Service provide a dispute-resolution process to resolve Client disputes. The Client may not ask its credit card company, bank, or other Payment Method provider to charge back any payment under the Terms of Service for any reason. A chargeback in breach of the foregoing obligation materially breaches the Terms of Service. If Client initiates a chargeback, JOINER may dispute the chargeback and protect its rights as it deems appropriate.

6.4. Payment Methods

The Client must provide account information for at least one valid Payment Method.

Client authorizes JOINER to (i) run credit-card authorizations on all credit cards provided by Client, (ii) to store credit card and other financial details as Client’s method of payment consistent with our Privacy Policy, and (iii) to charge Client’s Payment Method for the Client Service Contract and any other amounts owed under the Terms of Service. Subject to our Privacy Policy, we may use third-party vendors and Service Providers to process payments and manage your Payment Method information.

By providing Payment Method information and authorizing payments, Client represents that (i) Client may provide such information; (ii) Client may make payments using the Payment Method(s); and (iii) paying JOINER does not violate the terms and conditions applicable to Client using such Payment Method(s).

When the Client authorizes a payment using a Payment Method, the Client represents sufficient funds and credit available to complete the payment. To the extent that any amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s Payment Method(s), Client must pay such amounts by other means.

6.5. U.S. Dollars and Foreign Currency Conversion

The Site and the Site Services operate in U.S. Dollars. JOINER is not responsible for currency fluctuations when receiving or sending payments.

7.   Non-circumvention

7.1. Making Payments Through JOINER Services

JOINER is paid when a Client pays an Hourly Invoice. From the date you begin working for a Client, you must use JOINER to request, make, and receive payments for work you perform on behalf of that person. Suppose you use the Site as another business's employee, agent, or representative. In that case, the Non-Circumvention Period applies to you and other employees, agents, or business representatives when acting in that capacity concerning the other User.

By way of illustration and not in limitation of the foregoing, you may not:

• Offer or accept an offer from parties identified through the Site to contract, hire, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site or in a conversion fee request a payment amount less than that agreed, made, or received.
• Refer a User you identified on the Site to a third party who is not a User to make or receive payments other than through the Site.

You must notify JOINER immediately if a person suggests to you making or receiving payments inconsistent with this section or if you receive unsolicited contact outside of the Site. If you learn of a breach or potential breach of this non-circumvention agreement, you must immediately notify JOINER.

Violating this Agreement materially breaches the Terms of Service. Your Account may be suspended and charged the conversion fee if you violate this Agreement. If you choose to cease using the Site, you must pay the conversion fee for Users you continue to work with after you cease using the Site.

7.2. Communicating Through the Site; Not Sharing Contact Details

Users must use the communication services on the Site to communicate with other Users before entering into a Service Contract. Before entering into any Service Contract, you must: (i) use JOINER as the sole manner to communicate with other Users; (ii) not provide your Means of Direct Contact to any other User or another person that you identified; (iii) not use Means of Direct Contact to another user to communicate with, solicit, or find the contact information of a User outside of JOINER; (iv) not identify the contact information of another User; and (v) not include any Means of Direct Contact or means by which your contact information could be discovered in any Profile, Project, invitation, or pre-hire communication.

For purposes of the Terms of Service, “Means of Direct Contact” means any information allowing another person to contact you in any way other than through the Site.

Violating this section is a material breach of the Terms of Service. Your Account may be permanently suspended if you violate this section.

7.3. Opting Out

You may opt out of the obligations in this section concerning each JOINER Relationship only if the Client or Contractor pays JOINER a conversion fee of USD 13,500 for each JOINER Relationship.

This conversion fee is the estimated earnings that JOINER would receive, calculated by the average JOINER would be expected to earn per Contractor.

To inquire about or pay the conversion fee, send an email message to info@JoinerServices.io.

Suppose JOINER determines, in its sole discretion, that you violated this Agreement. In that case, it may (i) charge your Payment Method the conversion fee (including interest) or send you an invoice for the conversion fee (including interest), which you must pay within 30 days, (ii) close your Account and revoke your authorization to use the Site and Site Services, and (iii) charge you for all losses and costs including the time of JOINER employees and reasonable expenses (including attorney fees) related to investigating the breach and collecting such fees.

8.   Records of Compliance

Users will each (i) maintain records to document that they satisfied their obligations under this Agreement, including their payment obligations and compliance with tax and employment laws, and (ii) provide copies of such records to JOINER upon request. Nothing in this subsection requires JOINER to monitor a User’s compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely responsible for creating, storing, and backup your business records. Neither this Agreement nor using the Site creates a responsibility on JOINER’s part to store, backup, retain, or grant access to information or data for any period.

9.   Ratings / Testimonials / Verification

Any Project performance survey should be completed by the Contractor’s immediate manager following the conclusion of the Service Contract.

9.1. True Star Rating

The true star rating is produced from a ten-question survey based on the Contractors personal attitude, attendance, safety, and professional skills. Each question is based on a 1-5 scoring system where the maximum amount of points possible is 50 (5.0 stars).

Scoring system:

0.0 – 1.0 Star	1.1 – 2.0 Star	2.1 – 3.0 Star	3.1 – 4.0 Star	4.1 – 5.0 Star
0 – 10 Points	11 – 20 Points	21 – 30 Points	31 – 40 Points	41 – 50 Points

 

True star ratings are given by Clients, not JOINER. JOINER retains the right to suspend for 12 months or ban any Contractor from the platform if their true star rating is below 3.0.

9.2. Would Hire Again

Clients are also asked about hiring the Contractor again on a scale of 1-10, which is converted to a 10% - 100% scale.

9.3. Testimonials

Clients may write a testimonial about their work experience with the Contractor. The testimonials will be posted directly to the Contractors' Profile and listed under the Client’s business name, not a person’s name. JOINER does not interfere with written reviews unless the content harms JOINER.

9.4. Skill Verification

JOINER will ask Clients to verify skills a Contractor displayed while working under the Client Service Contract. Clients will verify (up to 10) stated skills claimed to be used during the Project.

10. Warranty Disclaimer

You may not rely on the Site, the Site Services, or the continuation of the Site. The Site and Services are provided “as is” and “as available.” JOINER makes no representations about the Site, the Site Services, Work Product, User Content, or any activities or items related to this Agreement or the Terms of Service. JOINER disclaims all express and implied conditions, representations, and warranties, including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title, and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some limitations may not apply to you. This Agreement states the Users’ sole and exclusive remedy against JOINER concerning defects, non-conformances, or dissatisfaction.

11. Limitation of Liability

JOINER is not liable for damages or losses arising out of the Terms of Service, including, but not limited to:

• your using of or your inability to use our Site or Site Services;
• delays or disruptions in our Site or Site Services;
• viruses or other malicious software obtained by accessing or linking to our Site or Site Services;
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
• damage to your hardware device from using the Site or Site Services;
• the content, actions, or inactions of third parties using the Site or Site Services;
• a suspension or other action taken concerning your Account;
• your reliance on the quality, accuracy, or reliability of Project, Profiles, ratings, recommendations, feedback, Composite Information, or metrics found on, used on, or made available through the Site; and
• your need to modify practices, content, or behavior, or your loss of or inability to do business due to changes to the Terms of Service.

Additionally, JOINER is not liable for special, consequential, incidental, punitive, exemplary, or indirect costs or damages, including, but not limited to, litigation costs, installation and removal costs, or loss of data, production, profit, or business opportunities. The liability of JOINER to any User for a claim arising out of or in connection with this agreement or the other terms of service may not exceed the lesser of (i) $1,000 or (ii) any fees retained by JOINER concerning Service Contracts on which User was involved as Client or Contractor during the six months preceding the date of the claim. These limitations apply to liability arising out of or in connection with this agreement or the other Terms of Service, whether in contract, tort, strict liability, or otherwise, even if advised of the possibility of such costs or damages and even if the limited remedies in this agreement fail of their essential purpose.

12. Release

In addition to recognizing that JOINER is a party to contracts between Users, you release JOINER, our Affiliates, and our respective officers, directors, agents, subsidiaries, members, joint ventures, employees and Service Providers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity, that exist when you enter into this agreement. This release includes, for example, and without limitation, disputes regarding the performance, functions, and quality of the Contractor Services provided to the Client by a Contractor and requests for refunds based upon disputes.

13. Indemnification

You must indemnify, defend, and hold harmless JOINER, our Affiliates, and our respective members, directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims relating to or arising out of: (i) the use of the Site and the Site Services by you or your agents, (ii) any Work Product or User Content developed, provided, or otherwise related to your use of the Site Services; (iii) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Contractor as an independent contractor; the classification of JOINER as an employer or joint employer of Contractor; any employment-related claims, such as those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (iv) failure to comply with the Terms of Service by you or your agents; (v) failure to comply with applicable law by you or your agents; (vi) negligence, willful misconduct, or fraud by you or your agents; and (vii) defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by you or your agents. For purposes of this Agreement, your “agents” include any person with apparent authority to access or use your account, as demonstrated by using your username and password.

“Indemnified Claim” means all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorney fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by (i) you or a third party or other User against an Indemnified Party and (ii) an Indemnified Party against you or a third party or other User.

14. Agreement Term and Termination

14.1. Termination

Either of us may terminate this Agreement at any time, without explanation, upon notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided. You may provide an email notice to info@JoinerServices.io. If you properly terminate this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account will be closed. JOINER is a party to any Service Contract between Users. Consequently, termination of this Agreement (or attempt to terminate this Agreement) also terminates any Service Contract or Project between Users. If you attempt to terminate this Agreement while having one or more open Projects, (i)  JOINER may close any open contracts; (ii) you will continue to be bound by this Agreement and the other Terms of Service until all such Projects have closed on the Site; (iii) JOINER will continue to perform those Site Services necessary to complete any open Project or related transaction between you and another User; and (iv) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts, whichever is later, to JOINER for any Site Services or such other amounts owed under the Terms of Service and to any Contractors for any Contractor Services.

Without limiting JOINER’s other rights or remedies, we may, but are not obligated to, revoke or limit access to the Site or Site Services, deny your registration, and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit of this Agreement or any other provision of the Terms of Service; (ii) we suspect that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our Users, or JOINER; may be contrary to the interests of the Site or the User community; or may involve illicit or illegal activity. If your Account is closed, you may not use the Site or reregister under a new Account without JOINER’s prior written consent. Suppose you attempt to use the Site under a different Account. In that case, we reserve the right to reclaim available funds in that Account and use an available Payment Method to pay for any amounts owed by you to the extent permitted by applicable law.

The Site's value, reputation, and goodwill depend on the transparency of the User’s Account status to all Users, including yourself and other Users who have entered into Service Contracts. If JOINER decides to close your Account, JOINER has the right where allowed by law but not the obligation to (i) notify other Users that have entered into Service Contracts with you to inform them of your closed Account status, and (ii) provide those Users with a summary of the reasons for your Account closure. JOINER will have no liability arising from or relating to notice that it provides to User regarding the closed Account status or the reason for the closure.

14.2. Account Data on Closure

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have access to data, messages, files, or other material you keep on the Site and any closure of your Account. It may also delete content stored in your Account, for which JOINER will have no liability whatsoever. JOINER, as permitted or required by law, may retain some or all of your Account information.

14.3. Survival

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after this Agreement terminates will survive and continue in full force. Without limiting any other provisions of the Terms of Service, the termination of this Agreement for any reason will not release you or JOINER from any obligations incurred before the termination of the Agreement or that subsequently accrue in respect of any act or omission before such termination.

15. Disputes Between You and JOINER Services

15.1. Disputes Process, Arbitration, and Score

You and JOINER must resolve any claim, dispute, or controversy that arises out of or relates to the Terms of Service, your relationship with JOINER or one of our Affiliates, or the Site Services (each, a “Claim”) by the arbitration provision outlined in this Agreement.

15.2. Choice of Law

The Terms of Use, the other Terms of Service, and any Claim will be governed by and construed by the laws of the State of Michigan, including the MCL 691.1681, et. seq., without regard to its conflict of law provisions.

15.3. Information Dispute Resolution

Before serving a demand for arbitration of a Claim, you and JOINER must notify each other of the Claim. You must notify JOINER at Attn: Legal, 400 Renaissance Center, Suite 2600, Detroit, MI 48243 or by email to info@JoinerServices.io, and JOINER must provide you a notice at your email address on file (in each case, a “Notice”). You and JOINER then will seek an informal voluntary resolution of the Claim. Any Notice must include pertinent account information, a brief description of the Claim, and contact information so that you or JOINER, as applicable, may evaluate the Claim and attempt to resolve the Claim informally. Both you and JOINER will have 60 days from the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

15.4. Binding Arbitration and Class Action / Jury Trial Waiver (does not apply to users located outside the United States and its territories)

This arbitration provision applies to all Users.

Suppose the parties cannot resolve a Claim within 60 days of the receipt of the applicable Notice. In that case, you and JOINER must resolve the Claim by final and binding arbitration before an arbitrator from JAMS or some other mutually agreeable arbitrator instead of a court or jury. JAMS may be contacted at www.jamsadr.com.

15.4.1.  Scope of Arbitration Agreement and Conduct of Arbitration

This arbitration provision applies to any Claim the parties may have and survives after your relationship with JOINER ends. Claims covered by this arbitration provision include, but are not limited to, all claims, disputes, or controversies arising out of or relating to this Agreement, the Terms of Service, and the Service Contract. This arbitration provision is intended to resolve disputes that otherwise would be resolved in a forum other than arbitration.

Except as otherwise provided, arbitration must be conducted in Oakland County, Michigan, by the arbitration rules of JAMS.

Judgment may be entered on the arbitrator’s decision in any court having jurisdiction.

Nothing in this arbitration provision prevents you from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this arbitration provision prevents a government agency from investigating any reported claim or charge otherwise covered by this arbitration provision. This arbitration provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if this arbitration provision would otherwise cover the claims. Nothing in this arbitration provision prevents or excuses a party from satisfying any conditions precedent and exhausting administrative remedies under applicable law before bringing a claim in arbitration. JOINER will not retaliate against you for filing a claim with an administrative agency or exercising rights (individually or in concert with others) under this Agreement or the National Labor Relations Act.

15.4.2. Interpretation and Enforcement of This Arbitration Provision

This arbitration provision is the complete agreement relating to the formal resolution of claims. Except as otherwise provided in this arbitration provision, this arbitration provision covers, and the arbitrator has exclusive jurisdiction to decide, all disputes arising out of or relating to the relationship between JOINER and you, including the enforceability, revocability, scope, or validity of the arbitration provision or any portion of the arbitration provision. An arbitrator, not a court, must decide all such matters. The parties expressly agree that the arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including but not limited to any claim that all or part of this arbitration provision, this Agreement, or any other part of the Terms of Service is void or voidable.

The remainder will be enforceable if any portion of this arbitration provision is deemed unenforceable. Suppose any portion of the Class Action Waiver in this Agreement or this arbitration provision is deemed unenforceable. In that case, you and JOINER agree that this arbitration provision will be fully enforced as the law permits.

15.4.3. Class Action

This arbitration provision affects your ability to participate in class actions. Both you and JOINER must bring any dispute in arbitration on an individual basis only and not on a class or collective basis on behalf of others. There is no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action or as a member in any such class or collective proceeding. You will not be retaliated against, disciplined, or threatened with discipline due to your filing or participating in a class or collective action in any forum. JOINER may lawfully seek enforcement of this arbitration provision and seek dismissal of any class or collective actions or claims.

15.5. Enforcement of This Arbitration Provision

This arbitration provision replaces all prior agreements regarding the arbitration of disputes and is the complete agreement relating to the formal resolution of disputes covered by this arbitration provision. The remainder will be enforceable if any portion of this arbitration provision is deemed unenforceable. Suppose any portion of the Class Action Waiver in this Agreement is deemed unenforceable. In that case, you and JOINER agree that this arbitration provision will be fully enforced as the law permits.

16. General

16.1. Entire Agreement

This Agreement, together with the other Terms of Service, sets forth the entire agreement and understanding between you and JOINER relating to its subject matter and cancels and supersedes any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between you and us, written or oral, to the extent they relate in any way to the same subject matter. The section headings in the Terms of Service are included for ease of reference only and have no binding effect. Even though JOINER drafted the Terms of Service, you represent that you had ample time to review and decide whether to agree to the Terms of Service. No presumption or burden of proof will arise favoring or disfavoring you or JOINER because of the authorship of any Terms of Service provision.

16.2. Modification; Waiver

No modification or amendment to the Terms of Service is binding on JOINER unless it is agreed in a written instrument signed by a duly authorized representative of JOINER or posted on the Site by JOINER. Our failure to act concerning a breach by you or others does not waive our right to act concerning subsequent or similar breaches. We do not guarantee we will take action against all breaches or breaches of this User Agreement.

16.3. Assignability

User may not assign the Terms of Service, or any of its rights or obligations under them, without JOINER’s prior written consent in the form of a written instrument signed by a duly authorized representative of JOINER. JOINER may freely assign this Agreement and the other Terms of Service without User’s consent. Any attempted assignment or transfer violating this subsection will be null and void. Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit of the parties' successors, heirs, and permitted assigns.

16.4. Severability; Interpretation

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion of it is ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable only to the extent of its illegality, invalidity, or unenforceability;  it will be deemed modified to the extent necessary to conform to applicable law to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not affect the legality, validity, or enforceability in any other jurisdiction or provision in any jurisdiction.

16.5. Force Majeure

The parties to this Agreement will not be responsible for the failure to perform, or any delay in performance of, any obligation under it for a reasonable period due to labor disturbances, pandemics, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other conditions beyond the reasonable control of such party.

16.6. Prevailing Language and Location

The English version of the Terms of Service will be controlled in all respects and will prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities within the United States.

16.7. Access to the Site Outside the United States

JOINER makes no representations that the Site is appropriate or available for use outside the United States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations.

To access or use the Site or Site Services, you must represent that you are not: (i) a citizen or resident of a geographic area in which access to or use of the Site or Site Services is prohibited by applicable law, decree, regulation, treaty, or administrative act; (ii) a citizen or resident of, or located in, a geographic area that is subject to the U.S. or other sovereign country sanctions or embargoes; or (iii) an individual, or an individual employed by or associated with an entity, identified on the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or other economic sanction rules of any sovereign nation. You agree that if your country of residence or other circumstances change such that the representations are no longer accurate, you will immediately cease using the Site and Site Services, and your license to use the Site or Site Services will be immediately revoked.

16.8. Consent to Use Electronic Records

To facilitate your use of the Site and the Site Services, you permit us to provide records electronically instead of in paper form.

 

Terms of Use

1.   JOINER Services Accounts

Read these Site Terms of Use carefully before visiting our Site. Some visitors to our Site visit the publicly available portions of our Site. If you disagree with these Site Terms of Use, you may not visit, use, or access the Site Services.

2. Licenses and Third-Party Content

2.1 JOINER’S Provision of the Site and Limited Site License

As described in this section, JOINER grants you a limited license to access the Site and Site Services. This license is subject to and conditioned on complying with the Site Terms of Use and, to the extent applicable, the rest of the Terms of Service.

We try to keep our Site and the Site Services safe, secure, and functioning correctly, but we cannot guarantee continuous operation or access to our Services. We might even stop providing the Site, Site Services, or certain features without notice.

2.2 Termination of the Limited License

JOINER may terminate any license granted to any Site Visitor or User to access the Site and Site Services by providing notice. JOINER terminating the license is effective immediately upon JOINER providing such notice.

2.3 JOINER’S Intellectual Property

JOINER and our licensors retain all rights, titles, and interests in and to all Intellectual Property Rights related to the Site and the Site Services. The JOINER logos and names are registered trademarks of JOINER. All other product names, company names, marks, logos, and symbols on the Site or Site Services may be the trademarks of their respective owners.

Nothing in the Terms of Service grants you a right to use any JOINER trademarks.

2.4 Your Intellectual Property

2.4.1 Your Obligations and Your Indemnification of JOINER

When you post User Content on the Site or through the Site Services or provide JOINER with User Content, you understand and acknowledge that you are solely responsible for such User Content. Further, you represent and warrant that you have the right, power, and authority to (i) post that User Content without violating the rights of third parties and (ii) grant the licenses specified.

The poster of User Content, and not JOINER, is responsible for any User Content, including any harm caused to you, another User, or a third party by such User Content.

You will indemnify, defend, and hold harmless JOINER, our Affiliates, and our respective members, directors, officers, employees, representatives, and agents (each an “indemnified party”) from all claims, damages, liabilities, costs, losses, and expenses (including, reasonable attorney fees) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third-party or other User against an indemnified party relating to or arising out of User Content you post.

2.4.2 Your Rights and License to JOINER and Other Site Visitors

You retain ownership rights in any User Content you post on the Site or Site Services. To the extent permitted by applicable law, you also grant to JOINER and Affiliates a royalty-free, sub-licensable, transferable, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and likeness as contained in your User Content, in whole or in part, and any form, media, or technology, whether now known or subsequently developed, for use in connection with the Site and JOINER’s, and Affiliates’ businesses, including, without limitation, for promoting and redistributing part or all of the Site (and derivative works of it) in any media formats and through any media channels.

You also grant each User and each Site Visitor a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, and display such User Content to the extent permitted through the standard functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service, our Privacy Policy, and applicable law.

2.4.3 Your Comments and Ideas

You may submit comments or ideas about the Site and Site Services, including how to improve the Site or Site Services (collectively, “Ideas”). Suppose you submit any Ideas: (i). In that case, your disclosure is voluntary, gratuitous, unsolicited, and without restriction. It will not place JOINER under any fiduciary or other obligation, (ii) your Ideas do not contain the confidential or proprietary information of third parties, and (iii) you grant us a perpetual and royalty-free license to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. By accepting your submission, JOINER does not waive any rights to use similar or related ideas, including those known or developed by JOINER or obtained from sources other than you.

2.5 Third-Party Intellectual Property

Any information made available by a third party or any other Site Visitor or User is owned by the respective author(s) or distributor(s) and not of JOINER. JOINER neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on the Site by anyone other than JOINER’s authorized agents acting in their official capacities.

The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites on the Site. Third parties or their licensors own and operate such third-party websites or applications. Including any link or application on the Site does not imply that we endorse the linked site or application. You use the links and third-party websites at your own risk and agree that your use of an application or third-party website accessed on the Site is on an “as is” and “as available” basis without any warranty for any purpose.

2.6 Complaints About Copyright Content on the Site

JOINER is committed to complying with U.S. copyright and related laws and requires all Site Visitors and Users to comply with these laws. Accordingly, you may not use the Site to store or disseminate any material or content in a manner that infringes third-party intellectual property rights, including rights granted by U.S. copyright law.

3. Permitted Site Uses

JOINER offers the Site and Site Services for your business purposes only and not for personal, household, or consumer use. JOINER makes the Site and Site Services available for Users to find one another, enter into service relationships, make and receive payments through JOINER, and receive and provide Contractor Services. In addition, certain Visitor Site services may be used to obtain general information and articles that may interest Site Visitors and Users. While we try to ensure that any information we post is timely and accurate, errors may appear. We do not make any representations or warranties concerning information posted on the Site by us or anyone else. Content should not be relied on or construed as tax, legal advice, or otherwise. You should independently verify the accuracy of any content.

4. Prohibited Site Uses

You may not use, or encourage, promote, facilitate, instruct, or induce others to use the Site or Site Services for (i) activities that violate any law, statute, ordinance, or regulation, (ii) any purpose that is harmful to others, or (iii) transmitting, storing, displaying, distributing, or otherwise making available content that is illegal, fraudulent, or harmful to others.

4.1 Examples of Prohibited Uses of the Site

The following are examples of uses that are prohibited on the Site or when using the Site Services:

• • Seeking, offering, promoting, or endorsing services, content, or activities that:
    • are defamatory, illegal, profane, vulgar, threatening, unlawfully discriminatory, illegal, pornographic, obscene, or sexually explicit;
    • would violate the intellectual property rights of another person, entity, service, product, or website;
    • would violate (i) JOINER’s Terms of Service, (ii) the terms of service of another website or any similar contractual obligations, or (iii) the academic policies of any educational institution;
    • regard the creation, publication, or distribution of “fake news,” “hoax news,” Deep Fake content, or similar content, which is, in JOINER’s sole discretion, determined to be intended to mislead recipients for personal, financial, political or other gain or advantage;
    • Reference any escort services, prostitution, or sexual acts; or
    • are harassing toward another person based on the person's inclusion in a protected class as defined by applicable law;
  • Fraudulent or misleading uses or content, including:
    • fraudulently billing or attempting to fraudulently bill any Client, including by (i) falsifying or manipulating the hours, (ii) or otherwise billing Clients for the time that was not actually worked, or (iii) reporting, recording, or otherwise billing hours worked by another person as hours misleadingly worked by you;
    • misrepresenting your experience, skills, or information, including by representing another person’s Profile or parts of another person’s Profile as your own;
    • using a Profile photo that misrepresents your identity or represents you as someone else;
    • impersonating any person or entity, including, but not limited to, a JOINER representative, or falsely stating or misrepresenting your affiliation with a person or entity;
    • falsely stating or implying a relationship with another User, including an agency continuing to use a Profile or information after you no longer work with the agency;
    • falsely attributing statements to any JOINER representative, forum leader, guide, or host;
    • falsely stating or implying a relationship with JOINER or with another company with whom you do not have a relationship;
    • allowing another person to use your account or
    • falsely stating that one Contractor will perform the work on a job when another performs the work, including submitting a proposal on behalf of a Contractor that is unable, unwilling, or unavailable to do the work;
  • Expressing an unlawful preference in a job post or proposal or otherwise unlawfully discriminating on a protected basis;
  • Posting identifying information concerning another person;
  • Spamming Users with proposals or invitations by making unsolicited contact with Users off the JOINER platform or by posting the same job multiple times so that more than one version remains active at a given time;
  • Making or demanding bribes or other payments without the intention of providing services in exchange for the payment;
  • Requesting or demanding free services, including requesting Contractors to work on a Project for very little or no money;
  • Requesting a fee before allowing a User to submit a proposal;
  • Manipulating or misusing the feedback system, including by:
    • withholding payments or Work Product or engaging in other conduct to obtain positive feedback from another User;
    • coerce another User by threatening to give negative feedback;
    • expressing views unrelated to the work, such as political, religious, or social commentary, in the feedback system;
    • providing anything of value to a person (including to a third party who assists in obtaining feedback) or using any service of any type to obtain feedback; or
    • offering services for the sole purpose of obtaining positive feedback of any kind;
  • Duplicating or sharing accounts;
  • Transferring an account to another person without JOINER’s consent;
  • Sharing or soliciting Means of Direct Contact with or from another User either directly through messages or by including them in a job post, Profile, proposal, or other User Content before entering into a Service Contract;
  • Directly advertising or promoting another website, product, or service or soliciting other Users for other websites, products, or services, including advertising on JOINER to recruit Contractors or Clients to join an agency or another website or company;
  • Interfering or attempting to interfere with the proper operation of the Site or Site Services or any activities conducted on the Site, including by:
    • bypassing any measure we use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that (i) prevent or restrict the use or copying of any content or (ii) enforce limitations on the use of the Site or its content;
    • attempting to interfere with or compromise the system integrity or security or decipher any transmissions to or from the servers running the Site;
    • using any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission;
    • attempting to or interfering with or compromising the system integrity or security or deciphering any transmissions to or from the servers running the Site;
    • collecting or harvesting any personally identifiable information, including Account names, from the Site;
    • attempting to or imposing an unreasonably large load (as determined in JOINER’s sole discretion) on the Site’s infrastructure; Introducing any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site that is designed to or known to cause to cease functioning, disrupt, disable, harm, or otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to allow you or any other person to access or damage or corrupt data, storage media, programs, equipment, or communications or otherwise interfere with operations of or on) the Site or any software, firmware, hardware, computer system, or network of JOINER or any third party;
    • accessing or attempting to access the Site or Site Services by any means or technology other than the interface provided or
    • framing or linking to the Site or Site Services except as permitted in writing by JOINER.
  • Conduct or actions that could jeopardize the integrity of or circumvent the Site, Site Services, or JOINER’s proprietary information, including:
    • reverse engineering, modifying, adapting, translating, preparing derivative works from, decompiling, interfering with the operation of, or otherwise attempting to derive source code from any part of the Site or Site Services unless expressly permitted by applicable law or JOINER; or
    • accessing or using the Site or Site Services to build a similar service or application, identify or solicit JOINER Users, or publish any performance or benchmark test or analysis relating to the Site.

4.2 Enforcement

We may investigate potential violations of these Site Terms of Use and remove, disable access to, or modify any content on the Site. Our failure to act concerning a breach by you or others does not waive our right to act concerning subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms of Use or the User Agreement.

4.3 Reporting and Correcting Violations

If you become aware of violating these Site Terms of Use, you must immediately report it to JOINER. You agree to assist us with our investigation and take the necessary remedial steps to correct such a violation.

Definitions:

This section gives some definitions of capitalized terms in the Terms of Use. Capitalized terms not defined have the meanings described in the Site Terms of Use or elsewhere in the Terms of Service.

“Affiliate” - Any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with JOINER.

“Client” - Any authorized User utilizing the Site or Site Services to seek or obtain Contractor Services, including from another User.

“Confidential Information” - Any material or information provided to, or created by, a User to evaluate a Project or the suitability of another User for the Project, regardless of whether the information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (i) is generally known by third-parties as a result of no act or omission of Contractor or Client; (ii) was lawfully received by User without restriction from a third-party having the right to disseminate the information; (iii) was already known by User prior to receiving it from the other party and was not received from a third-party in breach of that third-party’s obligations of confidentiality; or (iv) was independently developed by User without use of another person’s Confidential Information.

“Contractor” - Any authorized User utilizing the Site or Site Services to advertise or provide Contract Services to Clients.

“Contractor Fees” - The amount reflected in the Hourly Invoice (the number of hours multiplied by the hourly rate charged).

“Contractor Services” - All Services performed for or delivered by Contractors.

"Deep Fake" - Media that is altered to replace a person in an existing image or video with someone else’s likeness in a realistic manner without permission or authorization of the person whose likeness is used.

“Hourly Invoice” - The report of hours invoiced for a stated period of time for Contractor Services performed for a Client.

“Intellectual Property Rights” - All patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress, and service-mark rights, goodwill, trade secret rights, and other intellectual property rights as may now exist or subsequently come into existence, and all applications for them and registrations, renewals, and extensions of them, in each case, under the laws of any state, country, territory, or other jurisdiction.

“Means of Direct Contact” - Any information that would allow another person to contact you directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant-management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact you on social media or other website or platform or application that includes a communications tool, such as Teams, Skype, Zoom, Slack, WeChat, or Facebook.

“Payment Method” - A valid bank account, PayPal account, or other financial payment method acceptable to JOINER.

“Project” - An engagement for Contractor Services that a Contractor provides to a Client under a Service Contract.

“Public Site Services” - All services and applications accessible by any Site Visitor who has not become a User through the Site, to the extent they are accessible by a Site Visitor who has not become a User.

“Service Contract” - A contractual agreement governing the services to be performed by a Contractor for a Client Project.

“Site” - Our website is located at https://joinerservices.io, and applications, including mobile websites.

“Site Services” - All services and applications accessible through the Site, including the Public Site Services.

“Site Visitor” - Someone who views the Sites public pages but is not registered with JOINER.

“Substantial Change” - A change to the terms of the Terms of Service that reduces your rights or increases your responsibilities.

“User” - Someone who registers on the Site as a Client or Contractor.

“User Content” - Any comments, remarks, data, feedback, content, text, photographs, images, video, music, or other content or information that you or any Site Visitor or User post to any part of the Site or provide to JOINER, including such content or information that is posted as a result of questions.

“You” - Any person who accesses our Site, including a Site Visitor or User and any entity or agency on whose behalf any such person accesses or uses our Site.

“Work Product” - Any tangible or intangible results or deliverables that the Contractor agrees to create for, or deliver to, the Client as a result of performing the Contractor Services.

 

Privacy Policy

JOINER Services LLC (“JOINER”) provides this Privacy Policy to let you know our policies and procedures regarding the collection, use, and disclosure of all information through (i) www.JoinerServices.io (“Site”), (ii) online services that are owned or controlled by JOINER and that post a link to this Privacy Policy (together with the Site, the “Service”), and (iii) information that JOINER collects offline in connection with the Service. It also describes your choices regarding using, accessing, updating, and correcting your Personal Information.

If you have an unresolved privacy or data-use concern that we have not addressed satisfactorily, contact JOINER.

Note that certain features or services referenced in this Privacy Policy may not always be offered on the Service. Please review our Terms of Service, which governs your use of the Service and is accessible at https://www.JoinerServices.io/Join.

We’ve provided short summaries in this Privacy Policy to help you understand (i) what information we collect, (ii) how we use it, and (iii) what choices or rights you may have. While these summaries help explain some of these concepts simply and clearly, we encourage you to read the entire Privacy Policy to understand our data practices.

1.   Information Collection

Users of the Service may be Clients or Contractors (as defined in the User Agreement).

• Information You Provide to Us

• • Personal Information: In the course of using the Service (whether as a Client or Contractor), we may require or otherwise collect information that identifies you as a specific individual and can be used to contact or identify you (“Personal Information”). Examples of Personal Information include your name, email address, company address, billing address, date of birth, taxpayer identification number, and phone number.
  • Payment Information: If you use the Service to make or receive payments, we will collect certain payment information, such as credit card or other financial account information, and your billing address.
  • Identification Verification: We use Personal Information to validate your identity or, as required by law, to complete tax filings. We may request documents to verify this information, such as a copy of your government-issued identification, photo, or billing statement.
  • General Audience Service: The Service is general audience and intended for users 18 and older. We do not knowingly collect Personal Information from anyone younger than age 18. If we become aware that a child younger than 18 has provided us with Personal Information, we will use commercially reasonable efforts to delete such information from our files. If you are the parent or legal guardian of a child younger than 18 and believe that JOINER has collected Personal Information from your child, contact us by email at info@JoinerServices.io.
  • Non-Identifying Information/Usernames: We also may collect other information, such as zip codes, demographic data, information regarding your use of the Service, and general project-related data (“Non-Identifying Information”). We may aggregate information collected from registered and non-registered users (“JOINER Users”). In some cases, we may render Personal Information (generally, email address) into a form of Non-Identifying Information referred to in this Privacy Policy as “Hashed Information.” This is typically accomplished using a mathematical process (commonly known as a hash function) to convert information into code. The code does not identify you directly, but it may be used to connect your activity and interests.
  • Combination of Personal and Non-Identifying: Certain Non-Identifying Information is part of your Personal Information if combined with other identifiers in a way that enables you to be identified (for example, combining information with your name). But the same pieces of information are considered Non-Identifying Information when taken alone or combined only with other non-identifying information (for example, your viewing preferences). We may combine your Personal Information with Non-Identifying Information, but JOINER will treat the combined information as Personal Information.
  • Collection of Third-Party Personal Information: We collect the following personal information from you about your contacts: first name, last name, telephone number, address, and email address when you provide it to us to add to your contact information.

You do not have a statutory obligation to provide us with any information. Still, if we do not receive specific information from you, we may be unable to provide our Service. If you have questions, contact us using the contact information listed in this Agreement.

• Information Received from Third-Parties

Third parties may also give us information about you. If we combine that information with information about you collected through the Service, we will treat that combined information as outlined in this Privacy Policy.

For example, we may supplement the information we collect with outside records or third parties may provide information in connection with a co-marketing agreement. If we combine the information we receive from others with information we collect through the Service, we will treat the combined information as described in this Privacy Policy.

• Information Collected Automatically

We receive technical information when you use our Services. We use this to (i) analyze how people use the Service, (ii) improve how our Site functions, (iii) save your log-in information for future sessions, and (iv) provide you with advertisements that may interest you.

We and those who provide us with analytics and content may automatically collect certain information from you whenever you access or interact with the Service. This information may include, among other information, (i) the browser and operating system you are using, (ii) the URL or advertisement that referred you to the Service, (iii) the search terms you entered into a search engine that led you to the Service, (iv) areas within the Service that you visited, which links you clicked on, which pages or content you viewed and for how long, (v) other similar information and statistics about your interactions, such as content response times, (vi) download errors and (vii) length of visits to certain pages and other information commonly shared when browsers communicate with websites. We may combine this automatically-collected information with other information we collect about you. We do this to improve the services we offer you and to improve marketing, analytics, and site functionality.

The information we collect also includes the Internet Protocol (“IP”) address or other unique device identifier (“Device Identifier”) for any device (computer, mobile phone, tablet, etc.) used to access the Service. A Device Identifier is a number that is automatically assigned or connected to the device you use to access the Service, and our servers identify your device by its Device Identifier. Some mobile service providers may also provide us or our third-party Service Providers with information regarding the physical location of the device used to access the Service.

JOINER and its partners use cookies or similar technologies to analyze trends, administer the website, track users’ movement around the website, and gather demographic information about our user base. The technology used to collect information automatically from JOINER Users may include the following:

• • Cookies: We and our Service Providers (as defined below) use “cookies” to collect information. A cookie is a small data file that we transfer to your computer’s hard disk for record-keeping purposes. We use (i) persistent cookies that remain on your computer or similar device (to save your registration ID and login password for future logins and to track your compliance with the JOINER Terms of Service) and (ii) session ID cookies that expire at the end of your browser session. If you choose to disable cookies, it may limit your use of certain features or functionality of the Service.
  • Web Beacons: We and our Service Providers may also employ software technology known as “web beacons” or “tracking tags” to help us monitor what content on our Service is effective and to provide relevant advertising to you. Web beacons are tiny graphics with a unique identifier that may be invisible to you but track your online activity. Web beacons are embedded in the web pages you review or email messages you receive.
  • Embedded Scripts: We and our Service Providers may also employ software technology known as an Embedded Script. An Embedded Script is programming code designed to collect information about your interactions with the Service, such as the links you click. The code is temporarily downloaded onto your computer or other device and is deactivated or deleted when you disconnect from the Service.

In addition, we and our Service Providers may use various other technologies that collect similar information for security and fraud detection purposes, and we may use third parties to perform these services on our behalf.

• How We Respond to Do Not Track Signals

Your browser setting may allow you to automatically transmit a “Do Not Track” signal to websites you visit. JOINER does not respond to Do-Not-Track signals.

• Project Information Collection

We collect information about a Contractor’s work for a Client, including automatically collected information about work on a particular Project.

• User Profiles

Contractors may create a Profile, with specific information publicly available.

You may create a Profile, which consists of information about you and may include Personal Information, photographs, examples of your Projects, information on Projects previously performed in the Service and outside the Service, skills, qualifications, hourly-pay rates, feedback/rating information, and other information, including your username (“Profile”). The information in your Profile may be visible to all JOINER Users and the general public. Clients of associated individual users or companies may also be able to create an organization account Profile. If you believe an unauthorized Profile has been created about you, you can ask us to remove it by emailing info@JoinerServices.io.

• Identity Verification

Before a Contractor can complete registration on the Service, or at any time thereafter, we may request identity verification. Without limiting the manner in which we request identity verification, we may require Contractors to participate in a video call after submitting their government-issued ID to enable us to confirm that the Contractor is indeed the individual in the ID. We may record such video calls and take screenshots of the user during the call. JOINER may use the information obtained from identity verification to verify your identity, enforce our Terms of Service and other agreements, and prevent fraud.

• Messaging

Contractors and Clients may communicate with each other through JOINER. For example, Contractors and Clients may wish to discuss Client needs or schedule an interview for a Project.

• Community Forums

We may offer public forums or blogs. If you participate, your comments and questions will be publicly displayed.

Certain information, such as your name and Profile, may be publicly displayed on the Service and your User Forum Content. Note that your use of Community Forums is subject to the JOINER Terms of Service.

Note that anything you post to a Community Forum is public — others may access your User Forum Content, use it, or share it with third parties. Suppose you disclose Personal Information in your User Forum Content or use Community Forums to link to your Profile. In that case, that information becomes public information, and the protections of this Privacy Policy will not apply.

To ask us to remove your Personal Information from our blog or community forum, contact our email at info@JoinerServices.io. If we cannot remove your Personal Information, we will let you know and tell you why.

• Testimonials

We display testimonials on our Site in addition to other endorsements. We may post testimonials along with general non-identifying company information without your consent. If you wish to update or delete a testimonial, contact info@JoinerServices.io.

• Projects Through the Site

If you post a Project on the Service as a Client, your listing will be only viewable through the Service. Projects include information such as budget, location, job title, skill requirements, projected start date, and work summary.

• Feedback

We collect feedback from Clients about their experience with Contractors on our Service. Your feedback or feedback about you could become publicly viewable on the Service. We may remove feedback under the relevant provisions of our Terms of Service, including the Terms of Use.

• Referral Program

JOINER lets you send Project referrals through the Service to a professional friend’s email.  JOINER stores this information solely to send this email and track the success of our referral program.

Your friend may contact us by email at info@JoinerServices.io to request that we remove this information from our database.

2.   Use of Information

We use information collected through the Service to improve it, process your requests, prevent fraud, provide you with information and advertising that may interest you, comply with the law, and as you otherwise permit.

We Use Information We Collect:

1. To provide and improve the Service, complete your transactions, address your inquiries, process your registration, verify the information you provide is valid, and for compliance and internal business purposes.
2. To deliver administrative communications and JOINER newsletters, marketing or promotional materials, and other information that may interest you. If you no longer wish to receive those communications, follow the instructions in the Your Choices and Rights section.
3. To tailor the content we display and offer, we may present it online on the Service and elsewhere.
4. To administer and develop our business relationship with you and, if applicable, the corporation or other legal entity you represent.
5. To assess your proposal to perform a Contract Project for JOINER.
6. To enforce and comply with the law, including to conduct an investigation, to protect the property and rights of JOINER or a third party, to protect the safety of any person, or to stop the activity that may become illegal, fraudulent, unethical, or legally actionable activity. We may also use Device Identifiers to identify JOINER Users.
7. For the purposes disclosed when you provide your information, with your consent, and as further described in this Privacy Policy.

We Use Your Personal Information for the Purposes Described:

1. We process Personal Information to (i) meet our contractual obligations to our investors and (ii) help Users become active Service participants.
2. We use Personal Information to further our legitimate interests in commercial activities. For example, we use it to:
   • Provide our Site and Service.
   • Analyze and improve our business.
   • Communication, including marketing and responding to your inquiries about our services.
   • Address information security needs and protect our Users, JOINER, and others.
   • Manage legal issues.
3. We must use Personal Information to comply with our legal obligations.

3.   Data Retention

Unless you request that we delete certain information (see Your Choices and Rights), we retain (i) information to verify your identity for 30 days and (ii) other information for at least 5 years. Your information may persist in backup copies and for business-continuity purposes for additional time. If you choose to provide us with Personal Information, we encourage you to routinely update the data to ensure we have accurate and up-to-date information about you.

4.   Information Sharing and Disclosure

We may share information to provide the Services for legal or investigative purposes, in connection with sweepstakes and promotions, or as part of a business or financing transaction. We may also share non-identifying information with third parties. You have choices as to whether we share your Personal Information with third parties for their marketing purposes.

We may share aggregated Non-Identifying Information and otherwise disclose Non-Identifying Information (including, without limitation, Hashed Information) to third parties. We do not share your Personal Information with third parties for third-party marketing purposes unless we allow you to opt in or out of such sharing. We may also share the information we have collected about you, including Personal Information, (i) as disclosed when you provide your information, (ii) with your consent, (iii) as otherwise described in this Privacy Policy, (iv) in the following circumstances:

• Information About Contractors Shared with Clients or Partners

We share information regarding Contractors who have entered into a contract with a Client, including information about work history, with other Clients. If a Contractor is suspended from the Service, we may share that information with Clients for whom that Contractor has worked or submitted proposals for work. Suppose you view a Project or submit a proposal for work as a Contractor on the Service. In that case, we may share relevant information with the applicable Client(s), including, but not limited to, the information contained in your Contractor Profile.

• Information About Clients Shared with Contractors

If you have entered into a Project Service Contract with JOINER, we may provide your name and address to (i) complete the transaction or (ii) facilitate resolving a claim or dispute. The Clients receiving your information are not allowed to use it for purposes unrelated to the transaction, such as to contact you for marketing purposes, unless you have expressly consented to it.

• Service Providers

We may employ third parties to facilitate our Service, to provide the Service on our behalf, to perform Service-related services (e.g., maintenance services, database management, web analytics and online advertising, payment processing, and fraud detection), or to assist us in analyzing how our Service is used. These third parties may have access to your Personal Information to perform these tasks on our behalf.

• What happens if you agree to receive information from third parties or request that we share your information?

You may be allowed to receive information and marketing offers from third parties. If you accept, your Personal Information will be disclosed and subject to the third party’s privacy policy and practices, for which we are not responsible. You must contact that third party directly if you no longer want to receive such communications. You also may request that we share information about you with a third party, and we will typically honor your request.

• Legal and Investigative Purposes

JOINER shares information with government agencies (i) as required by law in response to lawful requests and (ii) in connection with reporting earnings. We cooperate with government, law enforcement officials, and private parties to enforce and comply with the law. We will disclose information about you as we, in our sole discretion, believe necessary or appropriate to respond to claims and legal processes or, at the request of government authorities and others conducting an investigation where we determine in our discretion that the disclosure is necessary to (i) protect the property and rights of JOINER or a third-party, (ii) protect the safety of any person, or (iii) prevent or stop the activity that may be or become illegal, fraudulent, unethical, or legally actionable activity.

• Internal and Business Transfers

JOINER may share information, including Personal Information, to current or future subsidiaries or affiliates, for business and operational purposes. We may sell, transfer, or otherwise share some or all of our assets, including your Personal Information, in connection with a merger, acquisition, reorganization, or sale of assets (including, in each case, as part of the due diligence process with any potential acquiring entity) or the event of bankruptcy.

• Sweepstakes, Contest, and Promotions

We may offer sweepstakes, contests, and other promotions (any “Promotion”) that may require registration. By participating in a Promotion, you agree to the official rules that govern it, which may include specific requirements including, except where prohibited by law, allowing the sponsor(s) of the Promotion to use your name, voice, likeness, or other indicia of persona in advertising or marketing associated with the Promotion. If you enter a Promotion, your Personal Information may be disclosed to third parties or the public in connection with administrating the Promotion, including in connection with winner selection, prize fulfillment, and as required by law or permitted by the Promotion’s official rules, such as on a winner’s list.

5.   Third-Party Analytics Providers, Ad Servers and Similar Third-Parties

We earlier defined Service Providers, which include advertising agencies and vendors who use technology to help us understand how people use our Site. These vendors may use technologies to provide advertisements that may interest you. You can choose to opt out of receiving interest-based advertising.

JOINER may work with Service Providers and other vendors to provide us with information regarding traffic on the Service and to provide us with information regarding the use of the Service and the effectiveness of our advertisements. Our Service Providers may collect certain information about your visits to and activity on the Service and other websites or services; they may set and access their tracking technologies on your device (including cookies and web beacons) and use that information to show you targeted advertisements. Some parties may collect Personal Information when you visit the Service or other online websites and services. We may also share certain Non-Identifying Information with these parties, including Hashed Information, in connection with the services they provide to us. If you wish to opt out of interest-based advertising. If you opt-out, note that you may continue receiving generic ads.

6.   Your Choices and Rights

You have confident choices regarding how we may communicate with you.

Registered JOINER Users may update their choices regarding the communications they receive from us by email at info@JoinerServices.io. You also may opt out of receiving marketing emails from us by following the opt-out instructions provided in those emails. We reserve the right to send you certain communications relating to your account or using the Service (for example, administrative and service announcements) email and other means, and these transactional account messages may be unaffected if you opt out from receiving marketing communications. You may opt out of receiving text messages by replying “STOP” to any text message received.

All Users may request access to or correction of any Personal Information we have about them or close their account and request that we delete Personal Information we have about them. In certain jurisdictions, Users may have certain rights about their Personal Information. We will honor User requests to the extent we can reasonably do so and as required by law, but some information will remain on the Services, such as information you posted publicly.

Upon request, JOINER will let you know if we hold any of your Personal Information. You are responsible for maintaining the accuracy of the information you submit to us, such as your contact information. You may access, correct, or ask us to delete your Personal Information by contacting JOINER. If you request to access all Personal Information you’ve submitted, we will respond to your request within 30 days or as otherwise required by law. If your information is deleted, your account may become deactivated. If your account is deactivated, or you ask to close your account, you will no longer be able to use the Service.

JOINER calculates the Client evaluations of Contractors. If you believe that we have miscalculated your rating, or you would like to exercise any rights about your Personal Information, email us at info@JoinerServices.io for assistance.

We will use commercially reasonable efforts to honor your deletion requests; however, certain information will actively persist on the Service even if you close your account, including information that you posted to the Service. In addition, the rights described may be limited. For example, if fulfilling your request would reveal Personal Information about another person, or if you ask us to delete information that we are required by law to keep or that we have compelling legitimate interests in keeping (such as for fraud-prevention purposes). Your Personal Information in our archives and information you update or delete, or information within a closed account, may persist internally for our administrative purposes. In addition, we typically will not remove information you posted publicly through or on the Service. Remember that neither you nor JOINER can delete all copies of information previously shared with others on the Service.

7.   Security

We take several steps to protect your data, but no security is guaranteed.

JOINER takes commercially reasonable steps to help protect and secure the information it collects and stores about JOINER Users. All access to the Site is encrypted using an industry-standard secure sockets layer (“SSL”). We also use HTTPS strict-transport security to add an additional layer of protection for our JOINER Users. But remember, no method of transmission over the Internet or electronic storage method is 100% secure. Thus, we strive to protect your Personal Information; JOINER cannot ensure and does not warrant, the security of any information you transmit to us.

8.   International Transfer of Personal Information

Because we are a U.S. company, we process and store your information in the United States. Our Service Providers may process and store it elsewhere.

If you live outside the United States and provide information to us, JOINER transfers Personal Information to the United States for processing. Our Service Providers process Personal Information in the United States and elsewhere. These countries may not have the same data protection laws as the country you initially provided the information. When we transfer your information to the United States, we will protect it as described in this Privacy Policy.

9.   Link to Other Sites

Our Service contains links to other websites. If you click on a third-party link, you will be directed to that third-party’s website. Our linking to a website is not an endorsement, authorization, or representation of our affiliation with that third party, nor is it an endorsement of their privacy or information-security policies or practices. We do not control third-party websites. These other websites may place their cookies or other files on your computer, collect data, or solicit Personal Information from you. We encourage you to read the privacy policies or statements of the other websites you visit.

10. Private and Public Profile

The Profile you create on our Site is intended to be privately viewed.  Contractors will only be able to view Client Projects, and Clients will only be able to view Contractor Profiles.  Contractors will not be able to view other Contractor Profiles.  Clients will not be able to view other Clients' Projects.

However, Client and Contractor Profiles may be used publicly for marketing, sales, training, or other means to promote JOINER’s platform.

11. Phishing

Phishing websites imitate legitimate websites to obtain personal or financial information. Identity theft and phishing are of great concern to JOINER. For more information about phishing, visit the website of the Federal Trade Commission at http://www.consumer.ftc.gov/articles/0003-phishing. In addition, if you believe you have received an email or had a similar interaction with a third party pretending to be JOINER, report it to info@JoinerServices.io.

12. California and Nevada Residents – Your Privacy Rights

Notice for California Residents:

Contact JOINER, and we will provide additional details on the rights available to California residents and how to exercise such rights.

Notice for Nevada Residents:

Under Nevada law, particular Nevada residents may opt out of selling “personally identifiable information” for monetary consideration to a person for that person to license or sell such information to additional persons. “Personally identifiable information” includes first and last name, address, email address, phone number, Social Security Number, or an identifier that allows a specific person to be contacted physically or online.

We do not engage in such activity; however, if you are a Nevada resident who has purchased or leased goods or services from us, you may opt out of any potential future sales under Nevada law by emailing info@JoinerServices.io. Note that we will take reasonable steps to verify your identity and the authenticity of the request. Once verified, we will maintain your request if our practices change.

13. Changes to This Policy

We will provide notice if we make substantial changes to this Privacy Policy.

JOINER may update this Privacy Policy anytime, and any changes are effective upon posting. If there are substantial changes in how we treat your Personal Information, we will notify the Services before the change is effective. We may also notify you by email. However, we will use your Personal Information in a manner consistent with the Privacy Policy in effect when you submit the information unless you consent to the new or revised policy.

14. Contacting Us

If you have any questions about this Privacy Policy, contact us at info@JoinerServices.io or by mail addressed to JOINER, Attn: Legal, 400 Renaissance Center, Suite 2600, Detroit, MI 48243, USA.

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