Effective Date: March 10, 2015
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Scooblr, Inc. (“Scooblr”, “we,” or “us”). The websites scooblrinc.com, scooblrnetwork.com, scooblrcrowdfunders.com and scooblrfreelancers.com are the business units of Scooblr, Inc and are represented as Scooblr.com and Scooblr. You must read, agree to, and accept all of the terms and conditions contained in this Agreement in order to use our website located at www.Scooblrfreelancers.com, all affiliated websites owned and operated by us or our Affiliates (collectively, the “Site”), all services, applications and tools that are accessible through the Site and all Scooblr mobile applications that link to or reference this Agreement (“Site Services”), except the Freelancer Services, whether provided by us or our affiliates. This Agreement is effective March 10, 2015. To the extent permitted by applicable law, Scooblr may amend this Agreement without prior notice to you at any time by posting a revised version on the Site. Any revisions to this Agreement will take effect when posted on the Site unless otherwise stated. Your continued use of the Site or the Site Services after the effective date of a revised version of this Agreement constitutes your acceptance of its terms and agreement to be bound by its terms. Agreements and policies may be modified by Scooblr from time to time in our sole discretion (collectively, the “Terms of Service”). In the event of a conflict between this Agreement and the other Terms of Service, this Agreement will control.
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE OR THE SITE SERVICES. IF YOU AGREE TO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THIS AGREEMENT. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY.
1. OVERVIEW SCOOBLR, THIS SITE
The Site is a venue where our Members use both our marketplace and our platform for online work. Clients and Freelancers become Members when they open a Scooblr Account pursuant to the Account Agreement. As Members, they use the Site directory and job board functions to advertise, locate, introduce themselves to each other, screen and select each other, negotiate Job terms, and enter into Member Contracts between each other. Once two Members enter a Member Contract, they use the Site to collaborate, manage, perform, invoice and pay for their Job.
The Site is a marketplace and platform where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, Scooblr provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer. When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users may act as Clients and/or Freelancers; (b) Scooblr is not a party to any Service Contracts between Clients and Freelancers; (c) you are not an employee of Scooblr and that Scooblr does not, in any way, supervise, direct, or control the Freelancer or Freelancer Services; (d) Scooblr shall not have any liability or obligations under or related to Service Contracts or any acts or omissions by you, Freelancers, Clients or other Users; (e) Scooblr has no control over Freelancers or the Freelancer Services offered or rendered by Freelancers; (f) Scooblr has no control over Clients or the Clients Services offered or rendered by Clients; (g) Scooblr makes no representations as to the reliability, capability, or qualifications of any Freelancer or the quality, security, or legality of any Freelancer Services, and Scooblr disclaims any and all liability relating thereto; (h) Scooblr is not required to and may not verify any information given to us by Freelancers or Clients, nor does Scooblr perform background checks on Freelancers or Clients. and (i) Scooblr neither endorses nor is responsible for the accuracy or reliability of any service, opinion, advice, information or statement made on the Site by anyone other than authorized Scooblr employees acting in their official capacities.
You will not use this Site if you:
- are not able to form legally binding contracts; or
- are under the age of 18; or
- are suspended from using the Freelancer Website.
Subject to your local laws, a person under 18 can use an adult’s account with the permission of the account holder. However, the account holder is responsible for everything done with that account.
Users may provide a business name or a company name, which is to be associated with the User’s Account. Users acknowledge and agree that where a business name or company name is associated with their Account, this User Agreement is a contract with the User as an individual (not the business or company) and Users remain solely responsible for all activity undertaken in respect of their Account.
We may, at our absolute discretion, refuse to register a person or corporate entity as a User.
3. USING SCOOBLR, THE SITE
While using the Website, you will not:
- post content or items in inappropriate categories or areas on our websites and services;
- infringe any laws, third party rights or our policies;
- fail to deliver payment for services delivered to you, unless the Client has materially changed the Client Service provided from the bid or a clear typographical error is made;
- fail to deliver Client Services purchased from you, unless the Freelancer fails to meet the terms, materially alters the terms of the Client Services from the listing;
- circumvent or manipulate our fee structure, the billing process, or fees owed to Scooblr;
- post false, inaccurate, misleading, defamatory or offensive content (including personal information);
- take any action that may undermine the feedback or reputation systems (such as displaying, importing or exporting feedback information or using it for purposes unrelated to the Scooblr Website);
- transfer your Scooblr account (including feedback) and Username to another party without our consent;
- distribute or post spam, unsolicited, or bulk electronic communications, chain letters, or pyramid schemes;
- distribute viruses or any other technologies that may harm Scooblr, the Website, or the interests or property of Scooblr users (including their Intellectual Property Rights, privacy and publicity rights) or is unlawful, threatening, abusive, defamatory, invasive of privacy, vulgar, obscene, profane or which may harass or cause distress or inconvenience to, or incite hatred of, any person;
- download and aggregate listings from our website for display with listings from other websites without our express written permission, “frame”, “mirror” or otherwise incorporate any part of the Website into any other website without our prior written authorization;
- attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Scooblr Website;
- copy, modify or distribute rights or content from the Scooblr Website or Scooblr’s copyrights and trademarks;
- or harvest or otherwise collect information about Users, including email addresses, without their consent.
3.1. Digital Signature
By registering for an Scooblr account on the Site (an “Account”), you are deemed to have executed this Agreement electronically, effective on the date you register your Account, pursuant to California Civil Code § 1633.8 and the U.S. Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et seq.). Your Account registration constitutes an acknowledgement that you are able to electronically receive, download, and print this Agreement.
3.2. Consent to use Electronic Records
In connection with this Agreement, you may be entitled to receive certain records, such as contracts, notices, and communications, in writing. To facilitate your use of the Site, you give us permission to provide these records to you electronically instead of in paper form.
3.3. Your Consent and Your Right to Withdraw Consent
By registering for an Account, you consent to electronically receive and access, via email or the Site, all records and notices for the services provided to you under this Agreement that we would otherwise be required to provide to you in paper form. However, we reserve the right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-party mail services using the address under which your account is registered. Your consent to receive records and notices electronically will remain in effect until you withdraw it. You may withdraw your consent to receive further records and notices electronically at any time by contacting Customer Support. If you withdraw your consent to receive such records and notices electronically, we will terminate your access to the Site and the Site Services, and you will no longer be able to use the Site or the Site Services. Any withdrawal of your consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process your request for withdrawal. Please note that your withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to you before the withdrawal of your consent becomes effective.
3.4. You Must Keep Your Email Address Current With Us
In order to ensure that we are able to provide records and notices to you electronically, you must notify us of any change in your email address by updating your Account information on the Site or by contacting Customer Support.
3.5. Hardware and Software You Will Need
To access and retain the records and notices we provide to you electronically, you must have: (a) a valid email address; (b) a computer system that operates on a platform like Windows or Mac environment or better; (c) a connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other computer applications and programs identified on the Site (Users utilizing other browsers may experience compatibility difficulties); (e) a Current Version of a program that accurately reads and displays PDF files, such as Adobe Acrobat Reader version 7 or higher; (f) a computer or device and an operating system capable of supporting all of the above; and (g) a printer to print out and retain records and notices in paper form or electronic storage to retain records and notices in an electronic form. By “Current Version,” we mean a version of the software that is currently being supported by its publisher. We may change these requirements from time to time and will update this Agreement accordingly. You should retain a copy of all of the records and notices we send to you electronically.
By accepting and agreeing to this Agreement electronically, you represent that (a) you have read and understand this consent to receive records and notices electronically; (b) you satisfy the minimum hardware and software requirements specified above; and (c) your consent will remain in effect until you withdraw your consent as specified above.
4. RELATIONSHIP WITH SCOOBLR
4.1. Scooblr not a party to Jobs
Scooblr is not a party to the dealings between Client and Freelancer, including posts, proposals, screening selection contracting, performance of Freelancer Services and payment for a Job. Scooblr does not introduce Freelancers to Clients or help Freelancers find Jobs. Scooblr merely makes the Site Services available to enable Freelancers to identify and determine the suitability of Clients for themselves and to enable Clients to identify and determine the suitability of Free-lancers for themselves. Scooblr may sort proposals to enable Clients to more easily navigate and choose which Freelancers to contact. Scooblr does not direct, has no control over, makes no representations, and does not guarantee the quality, safety or legality of Freelancer Services, the truth or accuracy of Job listings, the qualifications, background, or identities of Members, the ability of Freelancers to deliver Freelancer Services, the ability of Clients to pay for Freelancer Services, or that a Client or Freelancer can or will actually complete a transaction. Scooblr is not required to and may not verify any information given to us by Freelancers or Clients, nor does Scooblr perform background checks on Freelancers or Clients.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT SCOOBLR MAY PROVIDE INFORMATION ABOUT A FREELANCER OR CLIENT, SUCH AS A STRENGTH OR RISK SCORE, GEOGRAPHICAL LOCATION, OR VERIFICATION OF IDENTITY OR CREDENTIALS. HOWEVER, SUCH INFORMATION IS BASED SOLELY ON DATA THAT FREELANCER OR CLIENT SUBMITS TO SCOOBLR, AND SCOOBLR PROVIDES SUCH INFORMATION SOLELY FOR THE CONVENIENCE OF MEMBERS AND IS NOT AN INTRODUCTION, ENDORSEMENT OR RECOMMENDATION BY SCOOBLR.
4.2. Third-Party Beneficiary of Member Contract
Client and Freelancer acknowledge and agree that the value, reputation, and goodwill of the Site depend on their performance of their covenants and agreements in their Member Contract. Client and Freelancer therefore appoint Scooblr as a third-party beneficiary of their Member Contract for purposes of enforcing the obligations owed to, and the benefits conferred on, Scooblr by the Member Contract. Client and Freelancer further agree that Scooblr has the right to take such actions with respect to the Member Contract or their Accounts, including without limitation suspension, termination, or legal actions, as Scooblr in our sole discretion deems necessary.
4.3. No Agency, Partnership or Joint Venture
This Agreement and any registration for or use of the Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and Scooblr, except and solely to the extent expressly stated in the Terms of Service.
4.4. Records of Compliance
Client and Freelancer will each (1) create and maintain records to document satisfaction of their respective obligations under this Agreement and any Member Contract, including, without limitation, their respective payment obligations and compliance with tax and employment laws,
and (2) provide copies of such records to Elance upon request. Nothing in this subsection shall be construed as requiring Elance to supervise or monitor Freelancer Services or a Member’s compliance with this Agreement, the other Terms of Service, or a Member Contract.
5. RELATIONSHIP BETWEEN CLIENT AND FREELANCER
5.1. Purpose of the Site and Site Services
The Site is a marketplace where Clients and Freelancers can identify each other and buy and sell Freelancer Services online. Subject to the terms of this Agreement, Scooblr provides the Site Services to Clients and Freelancers, including hosting and maintaining the Site, enabling the formation of Service Contracts. If a Client and Freelancer agree on terms of the Freelancer Services, a Service Contract is formed directly between such Client and Freelancer. When Client and Freelancer enter a Service Contract, they use the Site to hire, manage, and pay online.
5.2. Service Contracts
Client and Freelancer acknowledge and agree that when Freelancer accepts a Job awarded by Client, Client and Freelancer will be deemed to have entered into a “Service Contract” with each other that is comprised of the following agreements (as applicable): (1) The Fixed Price Agreement; (2) Hourly and Miscellaneous Payment Agreement; (3) the Job terms awarded and accepted on the Site to the extent that the terms do not purport to expand Scooblr’s obligations or restrict Scooblr’s rights under this Agreement; and (4) any other contractual provisions accepted by both Client and Freelancer, to the extent that the provisions do not purport to expand Scooblr’s obligations or restrict Scooblr’s rights under this Agreement.
Freelancer shall perform the Freelancer Services in a professional and workmanlike manner and shall timely deliver any agreed upon Work Product. The manner and means of performing the Freelancer Services shall be determined and controlled by Freelancer.
5.3. User Services
Each User acknowledges and agrees that the relationship between Clients and Freelancers is that of an independent contractor. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between Users. Nothing in this User Agreement shall in any way be construed as forming a joint venture, partnership or an employer-employee relationship between Freelancer and the Client or any other User.
You acknowledge and agree that the formation of a Service Contract been Client and Freelancer does not, under any circumstance, create an employment relationship between Scooblr and the Freelancer.
You acknowledge and agree not to enter into any contractual provisions in conflict with the User Agreement. You are solely responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User. You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a User, Client or Freelancer, or in any other uses you make of the Website.
If another User breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, we have no responsibility for enforcing any rights under a User Contract. Depending on their jurisdiction, Clients and Freelancers may have rights under statutory warranties that cannot lawfully be excluded. Nothing in this User Agreement is intended to override a right that by applicable law may not be excluded.
5.4. Client Payments and Billing
For Hourly-Rate Contracts, Client is billed for Freelancer Fees on a weekly basis. For Fixed-Price Contracts, Client is billed immediately upon sending an offer.
5.5. Dispute Resolution Policies
5.5.1. Dispute Process
If a dispute arises between you and Scooblr or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, you, Scooblr, and our Affiliates agree to resolve any claim or controversy at law or equity that arise out of or relate to this Agreement or the Site Services (each, a “Claim”) in accordance with this Section.
5.5.2. Choice of Law and Forum for Disputes
This Agreement and any controversy, dispute, or claim between User and Scooblr or our Affiliates that arises out of or relates to this Agreement (each, a “Claim”), including without limitation any dispute relating to a Service Contract, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
5.5.3 Informal Dispute Resolution
Before serving a demand for arbitration of a Claim, or otherwise seeking injunctive or other equitable relief in a court of law as expressly permitted in this Agreement, you agree to first notify Scooblr of the Claim (the “Notice”) and seek informal resolution of the Claim. The Notice must include your name, pertinent account information, a brief description of the Claim, and your contact information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Scooblr will have 60 days from the date of its receipt of the Notice to informally resolve the Claim, which, if successful, will avoid the need for further action.
5.5.4. Mandatory Binding Arbitration and Class Action/Jury Trial Waiver (Does Not Apply to Freelancers Located Outside the United States and Its Territories)
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration Provision”) applies to all users except Freelancers located outside of the United States and its territories.
In the unlikely event that Scooblr is unable to resolve a Claim within 60 days of its receipt of the Notice, you, Scooblr, and our Affiliates agree to resolve the Claim by binding arbitration before an arbitrator from JAMS. JAMS may be contacted at www.jamsadr.com.
126.96.36.199. Class Action and Jury Trial Waiver
THIS ARBITRATION PROVISION AFFECTS YOUR ABILITY TO PARTICIPATE IN CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS. BOTH YOU AND SCOOBLR AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE BASIS ON BEHALF OF OTHERS. THERE WILL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY SUCH CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL PROCEEDING (“CLASS ACTION WAIVER”). THE CLASS ACTION WAIVER DOES NOT APPLY TO ANY CLAIM YOU BRING AS A PRIVATE ATTORNEY GENERAL SOLELY ON YOUR OWN BEHALF AND NOT ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PORTION OF THIS ARBITRATION PROVISION OR THE JAMS RULES, DISPUTES REGARDING THE VALIDITY, ENFORCEABILITY OR BREACH OF THE CLASS ACTION WAIVER MAY BE RESOLVED ONLY BY A CIVIL COURT OF COMPETENT JURISDICTION AND NOT BY AN ARBITRATOR. IN ANY CASE IN WHICH (1) THE DISPUTE IS FILED AS A CLASS, COLLECTIVE, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION AND (2) A CIVIL COURT OF COMPETENT JURISDICTION FINDS ALL OR PART OF THE CLASS ACTION WAIVER UNENFORCEABLE, THE CLASS, COLLECTIVE, REPRESENTATIVE AND/OR PRIVATE ATTORNEY GENERAL ACTION TO THAT EXTENT MUST BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION, BUT THE PORTION OF THE CLASS ACTION WAIVER THAT IS ENFORCEABLE SHALL BE ENFORCED IN ARBITRATION. YOU AND SCOOBLR AGREE THAT YOU WILL NOT BE RETALIATED AGAINST, DISCIPLINED OR THREATENED WITH DISCIPLINE AS A RESULT OF EXERCISING YOUR RIGHTS UNDER SECTION 7 OF THE NATIONAL LABOR RELATIONS ACT BY FILING OR PARTICIPATING IN A CLASS, COLLECTIVE OR REPRESENTATIVE ACTION IN ANY FORUM. HOWEVER, THE COMPANY MAY LAWFULLY SEEK ENFORCEMENT OF THIS ARBITRATION PROVISION AND THE CLASS ACTION WAIVER UNDER THE FEDERAL ARBITRATION ACT AND SEEK DISMISSAL OF SUCH CLASS, COLLECTIVE OR REPRESENTATIVE ACTIONS OR CLAIMS. THE CLASS ACTION WAIVER SHALL BE SEVERABLE IN ANY CASE IN WHICH THE DISPUTE IS FILED AS AN INDIVIDUAL ACTION, AND SEVERANCE IS NECESSARY TO ENSURE THAT THE INDIVIDUAL ACTION PROCEEDS IN ARBITRATION.
5.5.5. Scooblr not a party to any contract between Client and Freelancer
In addition to the recognition that Scooblr is not a party to any contract between Client and Freelancer, you hereby release Scooblr, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees 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. This release includes, for example and without limitation, any disputes regarding the performance, functions, and quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon disputes.
You agree and acknowledge that: (i) Scooblr is not providing legal services; (ii) Scooblr will not advise you regarding any legal matters; and (iii) if you desire to have legal counsel, you will seek an independent legal counsel from those licensed to practice law in your jurisdiction. You will not rely on Scooblr for any such counsel.
You agree to indemnify and (to the maximum extent permitted by law) hold Scooblr and any of our affiliates harmless against any damages or liability you may suffer as a result of a dispute between Client and Freelancer.
YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”)
This release shall not apply to a claim that Scooblr failed to meet our obligations under this Agreement.
5.6. Termination of a Service Contract
Under Hourly-Rate Contracts, either Client or Freelancer may terminate the Service Contract at any time for any or no reason. However, except as required by law, Client remains obligated to pay the Freelancer Fees for any time Freelancer provided Freelancer Services prior to termination of the Hourly-Rate Contract.
For Fixed-Price Contracts, Client may terminate at any time but may not recover any payments already made, and Freelancer may terminate at any time before Scooblr charges Client’s Payment Method for any Freelancer Fees. If Scooblr has charged Client’s Payment Method for some or all of the Freelancer Fees under a Fixed-Price Contract, Freelancer may terminate the Fixed-Price Contract only with Client’s consent or after Freelancer refunds Client’s Freelancer Fees via the Site.
5.6.1. Consequences of Termination
Termination of this Agreement or your Account shall not relieve Client of the requirement to pay for Freelancer Services performed prior to the effective date of the termination or thereafter for any Service Contracts executed before termination of this Agreement, which fees and expenses, together with any applicable taxes, Client hereby authorizes Scooblr to charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable Dispute Resolution Policies, Scooblr shall pay Freelancer, in accordance with the provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the effective date of the termination [or thereafter for any Service Contracts executed before termination of this Agreement.
Except as otherwise required by applicable law, we will notify you if we terminate your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and agree that 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 with you. You therefore agree as follows: IF Scooblr SUSPENDS OR TERMINATES YOUR ACCOUNT OR ANY RELATED SERVICE CONTRACTS, Scooblr HAS THE RIGHT BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED ACCOUNT STATUS, AND (B) PROVIDE THOSE MEMBERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT SUSPENSION OR TERMINATION.
6.1. No Membership Fee. No Fee for Introduction or Finding Job
Scooblr does not charge you for membership. Membership is free.
Scooblr may charge for featured listings to get maximum exposure.
Scooblr does not introduce Clients to Freelancers and does not help Freelancers to find Jobs. Scooblr only offers the platform and Site Services to enable Freelancers to do so themselves. Therefore, Scooblr does not charge a fee when a Freelancer finds a suitable Client or finds a Job.
However, Client and a Freelancer are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Site.
6.2. Service Fees and Upgrade Fees
We charge fees for certain services, such as service and commission fees for Projects and listing upgrades, which we may change from time to time and will update you by placing on our Website. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Websites.
Unless otherwise stated, all fees are quoted in United States Dollars.
6.3. Payment Administration Agent
You acknowledge and agree that we may in our sole discretion, from time to time, appoint our related bodies corporate or a third party as our agent to accept or make payments from or to Users on our behalf. Such a third party will have the same rights, powers and privileges that we have under this User Agreement and will be entitled to exercise or enforce their rights, powers and privileges as our agent or in their own name. In no event shall we be liable to any User for any loss, damage or liability resulting from the Payment Administration Agent’s negligence and/or acts beyond the authority given by Scooblr.
If Client fails to pay the Freelancer Fees or any other amounts due under this Agreement, whether by cancelling Client’s credit or debit card, initiating an improper chargeback, or any other means, Scooblr may suspend or terminate Client’s Account, the processing of any additional payments, and any Freelancer Services in progress. Without limiting other available remedies, Client must pay Scooblr upon demand for amounts owed under this Agreement, plus interest on the outstanding amount at the lesser of one and one-half percent (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other costs of collection to the extent permitted by applicable law. To the extent permitted by applicable law, Scooblr may set off amounts due against other amounts received from or held by Scooblr for Client, make appropriate reports to credit reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies and law enforcement authorities in any resulting investigation or prosecution.
6.5. No Return of Funds
Client acknowledges and agrees that Scooblr will charge Client’s designated Payment Method for the Service and Upgrade Fees: (a) for Fixed-Price Contracts, upon Client’s acceptance of the Freelancer Services, and (b) for Hourly-Rate Contacts. Therefore, and in consideration of the Site Services provided by Scooblr, Client agrees that once Scooblr charges Client’s designated Payment Method for the Freelancer Fees as provided in this Agreement, the charge is non-refundable, except as otherwise required by applicable law. Client also acknowledges and agrees that this Agreement provides a dispute resolution process as a way for Client resolve disputes. To the extent permitted by applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment Method provider to charge back any Freelancer Fees or other Fees charged pursuant to this Agreement for any reason. A chargeback in breach of the foregoing obligation is a material breach of this Agreement. If Client initiates a chargeback in violation of this Agreement, Client agrees that Scooblr may dispute or appeal the chargeback and institute collection action against Client.
6.6. Formal Invoices and Taxes
Scooblr shall have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees. Freelancer shall be solely responsible for determining whether it is required by applicable law to issue any formal invoices for the Freelancer Fees and for issuing any invoices so required. Freelancer shall also be solely responsible for determining whether: (a) Freelancer or Scooblr is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Scooblr, as appropriate; and (b) Scooblr is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Scooblr of any such requirement and indemnifying Scooblr (either by Scooblr, at our sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Scooblr or Freelancer reimbursing Scooblr for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Scooblr, Freelancer agrees to promptly cooperate with Scooblr and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing the Freelancer is engaging in an independent business as represented to Scooblr.
6.7. Payment Methods
In order to use certain Site Services, Client must provide account information for at least one valid Payment Method. The Site makes the following methods of payment available: credit cards, debit cards, and PayPal.
Client hereby authorizes Scooblr and its Affiliates to run credit card authorizations on all credit cards provided by Client, to store credit card details as Client’s method of payment for Services, and to charge Client’s credit card (or any other form of payment authorized by Scooblr or mutually agreed to between Client and Scooblr). Credit cards and PayPal accounts in most countries will be charged by Scooblr. Scooblr may, in their sole discretion, deviate from its typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.
When Client authorizes the payment of the Freelancer Fees for a Fixed-Price Contract on the Site, Client automatically and irrevocably authorizes and instructs Scooblr to charge Client’s Payment Method for the Freelancer Fees. When Client approves or is deemed to have approved a Time Log for an Hourly-Rate Contract, Client automatically and irrevocably authorizes and instructs Scooblr to charge Client’s Payment Method for the Freelancer Fees. Scooblr may, in their sole discretion or upon instructions from Scooblr, deviate from the typical billing cycle for Hourly-Rate Contracts and charge Client for any and all Time Logs at any time.
By providing Payment Method information through the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide such information to us; (b) Client is legally authorized to perform payments using the Payment Method(s); and (c) such action does not violate the terms and conditions applicable to Client’s use of such Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit available to complete the payment using the designated Payment Method. To the extent that any amounts owed under this Agreement cannot be collected from Client’s Payment Method(s), Client is solely responsible for paying such amounts by other means. We reserve the right to seek reimbursement from you, and you will reimburse us, if we discover erroneous or duplicate transactions or we receive a chargeback from your Payment Method for any reason. You agree that we have the right to obtain such reimbursement by deducting amounts from future payments or withdrawals, charging your Payment Method(s), or obtaining reimbursement from you by any other lawful means. Without limiting any of our other rights or remedies, we may terminate your Account immediately upon your failure to reimburse us for chargebacks or other amounts owed under this Agreement.
6.8. SCOOBLR – PAYPAL ESCROW SERVICE
By accepting and agreeing to this Agreement electronically, you represent that (a) you have read, understand and agreed with PayPal Acceptable Use Policy as specified below; and (b) your consent will remain in effect until you withdraw your consent as specified above.
You are independently responsible for complying with all applicable laws in all of your actions related to your use of PayPal’s services, regardless of the purpose of the use. In addition, you must adhere to the terms of this Acceptable Use Policy.
You may not use the PayPal service for activities that:
- violate any law, statute, ordinance or regulation.
- relate to transactions involving (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) stolen goods including digital and virtual goods (e) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (f) items that are considered obscene, (g) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (h) certain sexually oriented materials or services, (i) ammunition, firearms, or certain firearm parts or accessories, or (j) ,certain weapons or knives regulated under applicable law.
- relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other “get rich quick” schemes or certain multi-level marketing programs, (c) are associated with purchases of annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f), are associated with the sale of traveler’s checks or money orders, (h) involve currency exchanges or check cashing businesses, or (i) involve certain credit repair, debt settlement services, credit transactions or insurance activities.
- involve the sales of products or services identified by government agencies to have a high likelihood of being fraudulent.
- violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices.
- involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, horse or greyhound racing, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from PayPal and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.
Activities Requiring Approval
PayPal requires pre-approval to accept payments for certain services as set out in 6 above and detailed in the chart below.
|Service Requiring Pre-Approval||Contact Information|
|Airlines and scheduled or non-scheduled charters/jets/air taxi operators; collecting donations as a charity or non-profit organization; dealing in jewels, precious metals and stones; acting as a money transmitter or selling stored value cards; selling stocks, bonds, securities, options, futures (forex) or an investment interest in any entity or property; or providing escrow services.||Please send contact information, business website URL and a brief business summary to [email protected]|
|Offering online dating services; providing file sharing services or access to newsgroups; or selling alcoholic beverages.||Please send contact information, business website URL and brief business summary to [email protected]|
To learn more about the PayPal Acceptable Use Policy, please refer to PayPal’s Help Center.
Violations of the Acceptable Use Policy
We encourage you to report violations of this Acceptable Use Policy to PayPal immediately. If you have a question about whether a type of transaction may violate the Acceptable Use Policy, you can email PayPal’s AUP Compliance Department at: [email protected]
You acknowledge and agree that a substantial portion of the compensation Scooblr receives for making the Site available to you is the Service Fee described in Section 4.2 above. You further
acknowledge and agree that Scooblr only collects this Service Fee when a Client and a Freelancer pay and receive payment through the Site. Therefore, in consideration our making the Site available to you, for 24 months from the time you identify or are identified by any party through the Site (the “Exclusivity Period”), you must use the Site as your exclusive method to request, make and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Scooblr Relationship”). You may opt-out of this obligation only if Client or prospective Client pays Scooblr an “Opt-Out Fee” computed to be the greater of the following amounts:
1. $2,500; or
2. 20% of the cost to the Client of the services to be performed in the Scooblr Relationship during the Exclusivity Period, as estimated in good faith by the prospective Client; or
3. all Service Fees that would be earned by Scooblr from the Scooblr Relationship during the Exclusivity Period, computed based on the annualized amount earned by Freelancer from Client during the most recent normalized 8 week period, or during such shorter period as data is available to Elance; and, in any case, plus interest at the rate of 18% per annum or the maximum rate permitted by applicable law, whichever is less, calculated from the date Client first makes payment to the subject Freelancer until the date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message to
You agree not to circumvent the Payment Methods offered by the Site. By way of illustration
and not in limitation of the foregoing, you must not:
- Submit proposals or solicit parties identified through the Site to contact, hire, manage or pay outside the Site.
- Accept proposals or solicit parties identified through the Site to contact, deliver services, invoice, or receive payment outside the Site.
- Invoice or report on the Site or in an Opt-Out request an invoice or payment amount lower than that actually agreed between Client and Freelancer.
You agree to notify Scooblr immediately if another person improperly contacts you or suggests making or receiving payments outside of the Site. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to Scooblr by sending an email message to:
8. LIMITS & FRAUD PREVENTION
We reserve the right to suspend a User withdrawal request if the source of the funds is suspected to be fraudulent.
If we become aware that any funds received into an Account from another Account as a result of a fraudulent transaction it will be reversed immediately. If those funds have already been released to you, you must pay the funds into your Account. If you do not do so, we may suspend, limit or cancel your account, or take action against you to recover those funds.
We may, in our sole discretion, place a limit on any or all of the funds in your Account (thereby preventing any use of the funds) if:
- we believe there may be a high level of risk associated with you, your Account, or any or all of your transactions, including if we believe that there is a risk that such funds will be subject to reversal or chargeback;
- we believe that the beneficiary of the payment is someone other than you;
- we believe that the payment is being made to a country where we do not offer our Service; or
- we are required to do so by law.
If you are involved in a dispute, we may (in certain circumstances) place a temporary limit on the funds in your Account to cover the amount of any potential liability. If the dispute is resolved in your favour, we will lift the limit on your funds and those funds may be released to you. If the dispute is not resolved in your favour, we may remove the funds from your Account.
9. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
Scooblr respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Scooblr’s Copyright Agent with the information specified below in the form of a “Notification of Alleged Infringement.” It is Scooblr’s policy to respond to clear Notifications of Alleged Infringement, and our policy is designed to make submitting Notifications of Alleged Infringement as straightforward as possible while reducing the number of Notifications that we receive that are fraudulent or difficult to understand or verify. If you are a subscriber and concerned about the removal of or blocked access to your content, please provide Scooblr’s Copyright Agent with the written information specified below in the form of a “Counter-Notification.” The forms specified below are consistent with the forms suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Website at http://www.copyright.gov).
DMCA NOTIFICATION OF ALLEGED COPYRIGHT INFRINGEMENT
If you would like to submit a claim of copyright infringement for material, please substantiate each claim by sending Scooblr’s registered Copyright Agent a Notification of Claimed Infringement at the email [email protected]
To be considered effective, a Notification of Alleged Infringement must be submitted in writing and include the following information:
- Physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, of an exclusive copyright that has allegedly been infringed
- Identification of the copyrighted material claimed to have been infringed
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity that is to be removed or access to which is to be disabled
- Information reasonably sufficient to permit Freelancer to locate the material that is claimed to be infringing or to be the subject of infringing activity
- Information reasonably sufficient to permit Freelancer to contact you, such as a physical address, email address, and telephone number
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
If you elect to send us a Counter-Notification, please send an email to [email protected]
To be considered effective, a Counter-Notification must be submitted in writing and include the following information:
- Physical or electronic signature of the subscriber or a person authorized to act on behalf of the subscriber.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
- A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
- The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of California, USA and that the subscriber will accept service of process from the person who submitted the Notification of Claimed Infringement or an agent of such person.
Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers.
We may display your company or business name, logo, images or other media, and public description of your Projects and profile as part of the Scooblr Services and/or other marketing materials relating to the Freelancer Website, except where you have explicitly requested that we do not do this and we have agreed to such request.
When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, trademark, publicity, and database rights (but no other rights) you have in the content, in any media known now or in the future.
You acknowledge and agree that: (1) we only act as a portal for the online distribution and publication of User content. We make no warranty that User content is actually made available on the Website. We have the right (but not the obligation) to take any action deemed appropriate by us with respect to your User content; (2) we have no responsibility or liability for the deletion or failure to store any content, whether or not the content was actually made available on the Website; and (3) any and all content submitted to the Website is subject to our approval. We may reject, approve or modify your User content at our sole discretion.
You represent and warrant that your content:
- will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy of any person;
- will not violate any law or regulation;
- will not be defamatory or trade libellous;
- will not be obscene or contain child pornography;
- will not contain the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons
- will not contain material linked to terrorist activities
- will not include incomplete, false or inaccurate information about User or any other individual; and
- will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
You acknowledge and agree that we may transfer your personal information to a related body corporate and your information may be transferred outside USA and the EEC-area. If you wish to withdraw your consent, you acknowledge and agree that we may be unable to provide you with access to the Website and Scooblr Services and may close your Account.
Information on the Website may contain general information about legal, financial, health and other matters. The information is not advice, and should not be treated as such. You must not rely on the information on the Website as an alternative to professional advice. If you have specific questions about any matter you should consult your professional adviser.
We provide unmonitored access to third party content, including User feedback and articles with original content and opinions (or links to such third party content). We only act as a portal and have no liability based on, or related to, third party content on the Website, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline.
The Website may contain links to other third party websites. We do not control the websites to which we link from the Website. We do not endorse the content, products, services, practices, policies or performance of the websites we link to from the Website. Use of third party content, links to third party content and/or websites is at your risk.
12. SITE LICENSE
Subject to and conditioned on compliance with this Agreement and the other Terms of Service and Site Policies, Scooblr grants you a limited license to access and, if you are a Member, to use the Site for the purpose of ordering and receiving the Site Services available and authorized from the Site. You must not access or use the Site or Site Services for any reasons that are in competition with Scooblr. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Scooblr or the rights holder. You must not use any content of the Site on any other website or in a networked computer environment for any purpose except your own viewing. You must not frame or link to the Site except as permitted in writing by Scooblr. You must not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law. The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by Scooblr. Scooblr and our licensors retain all of their right, title and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Site. Scooblr’s logos and name are trademarks of Scooblr and may be registered in certain jurisdictions. All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Scooblr’s or any third party’s Intellectual Property Rights, whether by estoppel, implication or otherwise.
13. USER CONTENT LICENSE
When you post User Content on the Site, you represent and warrant that you have the right, power and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such User Content you will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy rights. To the extent your User Content may be copyrightable, you represent, warrant
and covenant that you are the owner of all the copyright rights to such User Content and that Scooblr may exercise the rights to your User Content granted under this Agreement without any liability or obligation for any payment.
You retain all your ownership rights in any User Content you post on Scooblr. You also grant to Scooblr and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, 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/or likeness as contained in your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Site and Scooblr’s (and our successors’ and Affiliates’) business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your User Content through the Site, and to use, reproduce, distribute, display and perform such User Content, only to
the extent permitted through the normal functionality of the Site and subject to all applicable confidentiality and other provisions of the Terms of Service. Notwithstanding the foregoing paragraph, Scooblr will only use or disclose User Content you post to the extent necessary to provide Site Services to you. The above licenses granted by you will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant Scooblr and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law. You may submit comments or ideas about the Site, including without limitation about how to improve the Site or our products (collectively, “Ideas”). By submitting any Ideas, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Scooblr under any fiduciary or other obligation, that your Ideas do not contain the confidential or proprietary information of third parties, and that we are free to use the Ideas without any additional compensation to you and to disclose the Ideas on a non-confidential basis or otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission, Scooblr does not waive any rights to use similar or related ideas known or developed by Scooblr or obtained from sources other than you.
Unless otherwise agreed with us, you must not advertise an external website, product or service on the Website. Any website address posted on the Website, including in a listing, bid, listing description, clarification board or the message board, must relate to a project, contest, item listed, user or service being performed on the Website. An example of a permissible website address would be a portfolio of work.
We may display sponsor advertisements and promotions on the Website. You acknowledge and agree that we shall not be responsible for any loss or damage of any kind incurred by you as as result of the presence of such advertisements/ promotions in the Website or your subsequent dealings with the Advertisers. Furthermore, you acknowledge and agree that content of sponsor advertisements or promotions is protected by copyrights, trademarks, service marks, patents or other intellectual property or proprietary rights and laws. Unless expressly authorised by Freelancer or third party right holders, you agree not to modify, sell, distribute, appropriate or create derivative works based on such advertisement/promotions.
15. COMMUNICATION WITH OTHER USERS
You must not post your email address or other contact information on the Website, except in the “email” field of the signup form, at our request or as otherwise permitted by us on the Website.
Unless you have a prior relationship with a User, you must only communicate with Users via the Website, including by using the Project message board, inbox private messaging or chat facilities. Unless we provide a User’s contact information through a feature or function available through the Website, you must not, and must not attempt to, communicate with other Users in respect of Projects through any other means such as email, telephone, Skype, ICQ, AIM, MSN Messenger, GTalk and Yahoo.
16. UNAUTHORIZED ACCESS AND USE
The Site contains robot exclusion headers You agree that you will not use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission. You will not access the audiovisual content available on the Site for any purpose or in any manner other than streaming. You agree that you will not: (a) take any action that imposes or we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of Scooblr and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain letters, or other unsolicited communications; (f) attempt to interfere with compromise the system integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect or harvest any personally identifiable information, including Account names, from the Site; (h) access any content on the Site through any technology or means other than those provided or authorized by the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or to solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to the Site or the Site software that is designed 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 other software, firmware, hardware, computer system, or network of Scooblr or any third party.
16.1. Third-Party Verification and Monitoring
The Site makes available various services provided by third parties to verify a User’s credentials and provide other information. Any information or content expressed or made available by these third parties or any other Users is that of the respective author(s) or distributor(s) and not of Scooblr. Scooblr 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 Scooblr’s authorized employees acting in their official capacities.
16.2. Links and Applications
The Site may contain links to third-party websites. The Site may also contain applications that allow you to access third-party websites via the Site. Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Scooblr is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites. You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of 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 via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
16.3. Mobile and Other Devices
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply. Our mobile applications may not contain the same functionality available on the Site.
We may from time to time in our sole discretion develop and provide Site Services updates, which may include upgrades, bug fixes, patches, and other error corrections and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we do not have any obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You shall promptly download and install all Updates and acknowledge and agree that Site Services or portions thereof may not work properly should you fail to do so. You further agree that all Updates shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such Update. Scooblr reserves the right, at any time, to modify, suspend, or discontinue Site Services or any part thereof without notice. You agree Scooblr will not be liable to you or any third party for any modification, suspension, or discontinuance of Site Services or any part thereof.
17. CONFIDENTIAL INFORMATION
To the extent a Client or Freelancer provides Confidential Information to the other, the recipient shall 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, and shall: (a) not disclose or permit others to disclose another’s Confidential Information to anyone without first obtaining the express written consent of the owner of the Confidential Information; (b) not use or permit the use of another’s Confidential Information, except as necessary for the performance of Freelancer Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Site for use by Freelancer); and (c) limit access to another’s Confidential Information to its personnel who need to know such information for the performance of Freelancer Services for the relevant Service Contract.
If and when Confidential Information is no longer needed for the performance of the Freelancer Services for a Services Contract or at Client’s or Freelancer’s written request (which may be made at any time at Client’s or Freelancer’s sole discretion), the party that received Confidential Information, shall, at its expense, promptly destroy or return the disclosing party’s Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. The party that received Confidential Information agrees to provide written certification to the party disclosing the Confidential Information of compliance with this subsection within ten days after the receipt of disclosing party’s written request for such certification.
Without limiting subsection 15.1 (Confidentiality), Client, Freelancer, and Scooblr shall not publish, or cause to be published, any other party’s Confidential Information or Work Product, except as may be necessary for performance of Freelancer Services for a Services Contract.
18. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. SCOOBLR MAKES NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SCOOBLR 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 ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST SCOOBLR WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR DISSATISFACTION.
19. LIMITATION OF LIABILITY
Scooblr is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to:
a. your use of or your inability to use our Site or Site Services;
b. delays or disruptions in our Site or Site Services;
c. viruses or other malicious software obtained by accessing, or linking to, our Site or Site Services;
d. glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
e. damage to your hardware device from the use of the Site or Site Services;
f. the content, actions, or inactions of third parties’ use of the Site or Site Services;
g. a suspension or other action taken with respect to your account;
h. your reliance on the quality, accuracy, or reliability of job postings, freelancer profiles, ratings, recommendations, and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Site.
i. 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, IN NO EVENT WILL SCOOBLR, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY 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 SCOOBLR, OUR AFFILIATES, OUR LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY SCOOBLR WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CLIENT OR FREELANCER DURING THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You shall indemnify, defend, and hold harmless Scooblr, our Affiliates, and our respective directors, officers, employees, representatives, and agents (each an “Indemnified Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party against an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents, including any payment obligations incurred through use of the Site Services; (b) any Service Contract entered into by you or your agents, including, but not limited to, the classification of a Freelancer as an independent contractor; the classification of Scooblr as an employer or joint employer of Freelancer; 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; (c) failure to comply with this Agreement by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights, unfair competition, or infringement of Proprietary Rights or allegations thereof to the extent caused by you or your agents.
21.1 Entire Agreement
This Agreement, together with the other Terms of Service and any other legal notices and agreements published by Scooblr on the Site, sets forth the entire agreement and understanding between you and Scooblr relating to the subject matter hereof and thereof 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 subject matter hereof and thereof. The section headings in this Agreement are included for ease of reference only and have no binding effect. Even though Scooblr drafted this Agreement, you represent that you had ample time to review and decide whether to agree to the terms of this Agreement. If an ambiguity or question of intent or interpretation of this Agreement arises, no presumption or burden of proof shall arise favoring or disfavoring you or Scooblr because of the authorship of any provision of this Agreement.
21.2 Side Agreements
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Freelancers may enter into any supplemental or other written agreements that they deem appropriate (e.g., confidentiality agreements, work for hire agreements, assignment of rights, etc.). The terms and conditions of this Agreement, however, will govern and supersede any term or condition in a side agreement that purports to expand Scooblr’s obligations or restrict Scooblr’s rights under this Agreement.
User shall not violate any applicable foreign, federal, state, or local laws or third-party rights on or related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all applicable laws and regulations, including, but not limited to, import and export control laws and third parties’ Proprietary Rights.
No modification or amendment to this Agreement shall be binding upon Scooblr unless in a written instrument signed by a duly authorized representative of Scooblr. For the purposes of this subsection, a written instrument shall expressly exclude electronic communications, such as email and electronic notices, but shall include facsimiles.
21.5 No Waiver
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative of such party.
User may not assign this Agreement, or any of its rights or obligations hereunder, without Scooblr’s prior written consent in the form of a written instrument signed by a duly authorized representative of Scooblr (and, for the purposes of this subsection, a written instrument shall expressly exclude electronic communications such as email and electronic notices, but shall include facsimiles). Scooblr may freely assign this Agreement without User’s consent. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement will inure to the benefit of the successors and permitted assigns of the parties.
If and to the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof shall be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and shall 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 shall 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.
21.8 Choice of Law
This Agreement and any controversy, dispute, or claim arising out of or relating to this Agreement between User and Scooblr or our Affiliates, including, but not limited to, a Service Contract (each, a “Claim”), shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions and excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG); provided, however, that any Claims made by any Freelancer located within the United States will be governed by the law of the state in which such Freelancer resides.
You agree that any Claim must be resolved as described in the subsections below titled “Informal Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
21.9 Force Majeure
The parties to this Agreement will not be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, 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 similar conditions beyond the reasonable control of such party. The time for performance of such party will be extended by the period of such delay. Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force Majeure continues, the Contract shall terminate.
21.10 Prevailing Language and Location
The English language version of this Agreement shall be controlling in all respects and shall prevail in case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our facilities in the United States. Scooblr makes no representations that the Site is appropriate or available for use in other locations. Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign, United States, state, and local laws and regulations, including, but not limited to, export and import regulations, including the Export Administration Regulations maintained by the United States Department of Commerce and the sanctions programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving U.S. origin products, including services or software. You may not use or access the Site if you are: (a) a resident of a geographic area embargoed by the United States; (b) subject to United States economic sanctions that prohibit your use or access to the Site; or (c) a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in the United States.
21.11 Communications from you to Scooblr
All notices to Scooblr or our Affiliates intended to have a legal effect must be in writing and delivered either (a) in person or (b) in writing via email to [email protected] All such notices are deemed effective upon documented receipt by Scooblr.
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Scooblr.
“Client” means any authorized User utilizing the Site to request Freelancer Services to be performed by a Freelancer (i.e., a User who is a client or potential client of Freelancer Users). From time to time, Scooblr may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Scooblr when Scooblr acts in this way.
“Client Deliverables” means instructions, requests, intellectual property, and any other information or materials that a Freelancer receives from a Client for a particular Service Contract.
“Confidential Information” means Client Deliverables, Freelancer Deliverables, Work Product, and any other information provided to, or created by, a User for a Service Contract, regardless of whether in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does not include material or information that: (a) is generally known by third parties as a result of no act or omission of Freelancer or Client; (b) subsequent to disclosure hereunder, was lawfully received without restriction on disclosure from a third party having the right to disseminate the information; (c) 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 (d) was independently developed by User without use of another person’s Confidential Information.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed between a Client and a Freelancer, prior to the commencement of a Service Contract, for the completion of all Freelancer Services requested by Client for such Service Contract.
“Freelancer” means any authorized User utilizing the Site to offer Services to Clients. A Freelancer User is also a customer of Scooblr with respect to use of the Site and the limited Site services.
“Freelancer Deliverables” means instructions, requests, intellectual property, and any other information or materials that a Client receives from a Freelancer for a particular Service Contract.
“Freelancer Fees” means: (a) for an Hourly-Rate Contract, an amount equal to the number of hours recorded by Freelancer in the Time Logs, multiplied by the Hourly Rate; (b) for a Fixed-Price Contract, fixed fee agreed between a Client and a Freelancer; and (c) any bonuses paid or other payments made by a Client for a Service Contract.
“Freelancer Services” means all services performed for or delivered to Clients by Freelancers.
“Hourly-Rate Contract” means a Service Contract for which Client is charged based on the hourly rate specified for that Freelancer on the Site.
“Job” means Freelancer Services that a Freelancer agrees to provide to a Client. This term does not imply an employment relationship and is not to be interpreted in that manner.
“Payment Method” means a valid credit card issued by a bank acceptable to Scooblr[, a bank account linked to your Account, a PayPal account, or such other method of payment as Scooblr may accept from time to time in our sole discretion.
“Proprietary Rights” means any and all rights, title, ownership, and interest in and to copyrights, mask works, industrial designs, trademarks, service marks, trade names, trade secrets, patents, and any other rights to intellectual property, recognized in any jurisdiction, whether or not perfected.
“Service Contract” means the contractual provisions accepted by both a Client and a Freelancer governing the Services to be performed by a Freelancer for Client.
“Site Services” means all services that are accessible through the site.
“Time Logs” means the hours recorded for a stated period by a Freelancer for the Freelancer Services performed under a Service Contract.
“Work Product” means any tangible or intangible results or deliverables that Freelancer agrees to create for, or actually delivers to, Client as a result of performing the Freelancer Services on a particular Service Contract, including, but not limited to, configurations, computer programs, or other information, or customized hardware, and any intellectual property developed in connection therewith.
“User Content” means any data, feedback, reviews, information, content, text, video, music, or other information that you post to any part of the Site.
23. CONTACTING US
If you have questions or need assistance, please contact Customer Support at [email protected]