User Agreement

Effective January 14, 2021

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 various 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 of the terms and conditions contained in this Agreement to be a User of our website located at www.JoinerServices.io or any part of the rest 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 set forth 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 Servicesafter the Effective Date except as permitted by the Terms of Use.

If 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, 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 and apply to you and that entity or agency.

  1. JOINER Services Accounts
    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.

To access and use certain portions of the Site and the Site Services, you must register for an Account. 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.

If you create an Account as an employee or agent on behalf of a company, 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 important 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. 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 with respect to 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. 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 any 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. 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. 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 given permission to act on behalf of the Client Account. Client Accounts can only view Contractor Accounts and cannot view other Client Accounts.

  1. 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. 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 a business. Granting other Users permission 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. If any such User violates the Terms of Service, it may affect your ability to use the Site and Site Services. Upon closure of an Account, JOINER may close any related Accounts.

  1. 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. 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 to 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.

  1. 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 resolve disputes that may arise in connection with those Service Contracts.

  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 find (iii) Contractors for Clients. Through the Site and Site Services, Contractors may be notified of Clients that 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; (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 certain badges on Contractor Profiles, such badges are not a warranty of quality, ability, or willingness of the Contractor to complete a Project.

Contractors and have the discretion to determine which Projects to accept. Contractors are not employees of JOINER or eligible for benefits of employment (e.g. unemployment benefits, workers compensation insurance, etc.). JOINER is not liable for any act or omissions by Contractors or other Users, including or 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 worked, hours worked, work schedule, and work location. JOINER has no control over Contractor’s pricing, work schedule, or work location. Contractors will be paid at such times and amounts as set forth 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. Contractor my 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.

  1. 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) to 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 purposes of such audit, including records showing Contractor is engaging in an independent business as represented to JOINER.

  1. Marketplace Feedback and User Content

Users publish information on the Site about the User, such as feedback, composite feedback, geographical location, and their 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 individual person.

JOINER does not investigate remarks posted by Users or other User Content for accuracy or reliability, and it does not guarantee that User Content is accurate. You are solely responsible for your User Content, including its accuracy, and are solely responsible for any legal action that may be instituted as a result of 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.

  1. Contractual Relationship Between JOINER, Client, and Contractor
    1. Service Contracts

If a Client and Contractor chooses 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 set forth in the Service Contract.

  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 set forth in this contract for the work a Contractor performs.

  1. 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 set forth in this contract for the Client’s Project.

With respect to 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.

  1. 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.

  1. 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 own 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.

  1. Worker Classification

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

Client has complete discretion with regard to selecting a Contractor for a Project. Clients should engage Contractors as independent Contractors. Client must engage Contractors consistent with applicable laws. JOINER has no involvement in, and has no liability arising from or relating to the classification of a Contractor generally or with regard to a particular Project.

  1. JOINER Services Fees
    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 that are in the Project Service Contract. JOINER will conduct background checks on Contractors for a proper fee.

  1. Client Recruiting

Clients must pay JOINER a recruiting fee of 3 months’ salary if they or an affiliate hire a Contractor within 12 months after the Client Service Contract is completed.

  1. 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.

  1. Payment Terms
    1. Client Payments on Client Service Contracts

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

  1. Non-payment

If the Client fails to pay any amounts due, JOINER must seek any remedies under this section or applicable law. 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 time period agreed, or within 30 days; (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, 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 costs of collection.

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 Client is in default. Contractors may pursue other remedies against Client as Contractor chooses. If JOINER recovers funds from a Client under this section, JOINER will disburse any portion owed under a Project Service Contract to the applicable Contractor to the extent credited by JOINER.

  1. 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. 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.

  1. Payment Methods

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 Client authorizes a payment using a Payment Method, Client represents that there are 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 is must pay such amounts by other means.

  1. 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 that occur when receiving or sending payments.

  1. Non-circumvention
    1. Making Payments Through JOINER Services

JOINER is paid when a Client pays an Hourly Invoice. From the date which 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. If you use the Site as an employee, agent, or representative of another business, the Non-Circumvention Period applies to you and other employees, agents, or representatives of the business when acting in that capacity with respect to 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 actually 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.

  1. Communicating Through the Site; Not Sharing Contact Details

Users must use the communication services available on the Site to communicate with other Users prior to 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, work listing, invitation, or pre-hire communication.

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

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

  1. Opting Out

You may opt out of the obligations in this section with respect to each JOINER Relationship only if the Client or Contractor pays JOINER a conversion fee that is a minimum of $1,000 USD and up to $50,000 USD for each JOINER Relationship.

This conversion fee is 12% of the estimated earnings over a 12-month period, which is calculated by taking the Hourly Rate and multiplying it by 2,080. “Hourly Rate” means the highest of (i) the highest hourly rate charged on any Client Service Contract, if any; (ii) the highest hourly rate proposed by a Contractor, if any.

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

If JOINER determines, in its sole discretion, that you violated this Agreement, 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.

  1. 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 to create, store, and backup your business records. Neither this Agreement nor using of the Site creates a responsibility on JOINER’s part to store, backup, retain, or grant access to information or data for any period.

  1. Ratings / Testimonials / Verification

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

  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 based on a 1-5 scoring system where the maximum amount of points possible is 50 (5.0 star).

Scoring system:

0.0 – 1.0 Star1.1 – 2.0 Star2.1 – 3.0 Star3.1 – 4.0 Star4.1 – 5.0 Star
0 – 10 Points11 – 20 Points21 – 30 Points31 – 40 Points41 – 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 a 3.0.

  1. 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.

  1. 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 under a person’s name. JOINER does not interfere with written reviews unless the content is harmful towards JOINER.

  1. 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.

  1. Warranty Disclaimer

You may not rely on the Site, the Site Services, or the continuation of the Site. The Site and the Site Services are provided “as is” and on an “as available” basis. JOINER makes no representations with regard to 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 or all of the limitations may not apply to you. This Agreement states Users’ sole and exclusive remedy against JOINER with respect to any defects, non-conformances, or dissatisfaction.

  1. 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 with respect to your Account;
  • your reliance on the quality, accuracy, or reliability of Project, Profiles, ratings, recommendations, and 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, as a result of 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 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 with respect to Service Contracts on which User was involved as Client or Contractor during the six-month period 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.

  1. 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 Client by a Contractor and requests for refunds based upon disputes.

  1. 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 who has apparent authority to access or use your account 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.

  1. Agreement Term and Termination
    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 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 entered into 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. If you attempt to use the Site under a different Account, 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 value, reputation, and goodwill of the Site depend on transparency of User’s Account status to all Users, including both 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 closed Account status or the reason for the closure.

  1. 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.

  1. 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 terminates the Agreement or that subsequently accrue in respect of any act or omission prior to such termination.

  1. Disputes Between You and JOINER Services
    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”) in accordance with the arbitration provision set forth in this Agreement.

  1. Choice of Law

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

  1. Information Dispute Resolution

Before serving a demand for arbitration of a Claim, you and JOINER must to first notify each other of the Claim. You must to notify JOINER at Attn: Legal, 400 Renaissance Center, Suite 2600, Detroit MI 48243 or by email to info@JoinerServices.io, and JOINER must provide to you a notice at your email address on file (in each case, a “Notice”). You and JOINER then will seek 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 informally resolve the Claim. Both you and JOINER will have 60 days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the need for further action.

  1. Binding Arbitration and Class Action / Jury Trail Waiver (does not apply to users located outside the united states and its territories)

This arbitration provision applies to all Users.

If the parties are unable to resolve a Claim within 60 days of the receipt of the applicable Notice, 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.

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, in accordance with 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 by a government agency from investigation of any report 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 the claims would otherwise be covered by this arbitration provision. 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 for exercising rights (individually or in concert with others) under this Agreement or the National Labor Relations Act.

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. All such matters must be decided by an arbitrator and not by a court. 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.

If any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will be enforceable. If any portion of the Class Action Waiver in this Agreement, or this arbitration provision is deemed to be unenforceable, you and JOINER agree that this arbitration provision will be enforced to the fullest extent permitted by law.

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 as a result of 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.

  1. 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. If any portion of this arbitration provision is deemed unenforceable, the remainder of this arbitration provision will be enforceable. If any portion of the Class Action Waiver in this Agreement is deemed to be unenforceable, you and JOINER agree that this arbitration provision will be enforced to the fullest extent permitted by law.

  1. General
    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 provision of the Terms of Service.

  1. 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 with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breachers or breaches of this User Agreement.

  1. 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 in violation of 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 successors, heirs, and permitted assigns of the parties.

  1. 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 so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction.

  1. 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.

  1. Prevailing Language and Location

The English language version of the Terms of Service will be controlling 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.

  1. Access of the Site Outside the United States

JOINER makes no representations that the Site is appropriate or available for use outside of 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 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, that you will immediately cease using the Site and Site Services and your license to use the Site or Site Services will be immediately revoked.

  1. Consent to Use Electronic Records

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

  1. Definitions

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

“Client” – Any authorized User utilizing the Site or Site Services, to seek or obtain Contractor Services, 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.

“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 later come into existence, and all applications therefore and registrations, renewals and extensions, in each case, under the laws of any state, country, territory or other jurisdiction.

“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.

“Site” – Collectively, our website located at www.JoinerServices.io, and applications, including mobile websites.

“Site Services” – All services and applications that are accessible through the Site, including the Public Site Services.

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

“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 either 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.

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