Terms of Use

Freelancer Terms of Use | Company Terms of Use


Freelance Terms of Use

Last Updated: July 1, 2020

Digics, Inc., a Delaware corporation d/b/a CareerGig (“CareerGig,” “our,” “us,” or “we”), provides proprietary software platform (the “Platform”) designed to allow gig economy and freelance workers (“Freelancer” or “you”) to access benefits and other career development tools (“Benefits”) and to connect entities using the Platform (“Companies”) interested in procuring certain services (“Services”) from Freelancers.  Your provision of the Services or access or use of the Platform is subject to the terms and conditions of this Freelancer Agreement (this “Agreement”). We may, in our sole discretion, update this Agreement at any time. You can access and review the most current version of this Agreement at the URL for this page or by clicking on the “Freelancer Agreement” link within the Platform or as otherwise made available by us. Your continued use of the Platform after notification of any changes signifies that you have read, understood and agreed to the revised Agreement.

  1. Acceptance

By registering for an account or otherwise accessing or using the Platform, you expressly acknowledge that you (i) have read and understand all of the terms of this Agreement and have taken time to consider the consequences of this important decision; (ii) agree to be bound by the terms and conditions of this Agreement; (iii) are legally competent to enter into this Agreement with CareerGig, and (iv) are at least 18 years old. If you are entering into this Agreement on behalf of a company or other legal entity, you represent and warrant that you are authorized and lawfully able to bind such entity to this Agreement, in which case the term “you” shall refer to such entity. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Platform.  This Agreement expressly supersedes prior agreements with you. 

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN SECTION 15 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE CAREERGIG PARTIES THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

  1. Additional Terms; Updates

    1. Additional Terms. Your access to and use of the Platform is further subject to the CareerGig Privacy Policy, and any usage or other policies relating to the Platform posted or otherwise made available to you by us (the “Additional Terms”). The Additional Terms are part of the Terms and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.

    2. Updates. We reserve the right to modify, suspend or discontinue the Platform, with or without notice, and we shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We may, in our sole discretion, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Platform or related services (“Updates”). 

  2. Use of the Platform

    1. License. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement in all material respects, CareerGig hereby grants you during the Term (as defined below) of this Agreement a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the purposes of purchasing Benefits or connecting with Companies with respect to the fulfillment of Services. 

    2. Restrictions. You acknowledge and agree that you may not: (i) copy, sell, transfer, assign or sublicense the Platform; (ii) decompile, disassemble, reverse engineer or attempt to derive the source code of the Platform or use the Platform for purposes of competitive analysis of the Platform or for the development or provision of a competing service or product or for any other purpose that is to CareerGig’s detriment or commercial disadvantage; (iii) translate, merge, adapt or modify the Platform in any way or create any derivative works thereof; (iv) input, transmit or otherwise provide to or through the Platform any information, code or materials that are unlawful, injurious or obscene; (v) bypass or breach any security device or protection used by the Platform; (vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform; or (vii) access or use the Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any right of any third party or any applicable law.  You shall not exploit the Platform in any unauthorized manner.

    3. Registration. In registering for the Platform you represent and warrant to CareerGig that the information that you have provided and will provide to CareerGig is and will be current, true, accurate, supportable and complete.

  3. Provision of Services

    1. Total Discretion. When you choose to use the Platform, requests for Services submitted by Companies will be visible to you via the Platform. These requests are submitted by Companies, not CareerGig, and you retain total and complete discretion as to which requests you accept and which not to accept. If you decide to accept a Company’s request, the Platform will reveal certain information provided by the Company related to the request (“Company Information”). You agree not to use Company Information except in connection with the fulfillment of applicable Services request Order. As between CareerGig and you, you acknowledge and agree that: (A) you shall be solely responsible for determining the most effective, efficient and safe manner to provide the Services; and (B) you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to provide any Services you have agreed to provide. You are responsible for any and all expenses incurred in connection with your performance under this Agreement, and you will not be reimbursed by CareerGig for such expenses.

    2. Your Relationship with Companies. You acknowledge and agree that your use of the Platform to connect with Companies who request Services creates a direct business relationship between you and the Company. CareerGig is not responsible or liable for the actions or inactions of any Company in relation to your or their activities. You shall have the sole responsibility for any obligations or liabilities to the Companies or other third parties that arise with respect to your Services. You acknowledge and agree you are solely responsible for taking such precautions as may be reasonable and proper when providing Services. Additionally, you agree to abide by any policies or instructions of Companies in connection with your performance of the Services. 

    3. Interactions with Companies. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH COMPANIES AND OTHER FREELANCERS. YOU AGREE TO LOOK SOLELY TO SUCH COMPANIES OR FREELANCERS FOR ANY CLAIM, DAMAGE OR LIABILITY ASSOCIATED WITH ANY TRANSACTION COMMISSIONED VIA THE PLATFORM, AND EXPRESSLY WAIVE AND RELEASE CAREERGIG FROM ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY SUCH COMPANIES OR FREELANCERS, INCLUDING DAMAGES RELATING TO PERSONAL INJURY OR DESTRUCTION OF PROPERTY.  CareerGig has no obligation to monitor or resolve disputes among Freelancers and Companies.

    4. Your Relationship with CareerGig. You and CareerGig acknowledge and agree that CareerGig will not direct or control your interactions with Companies, your provision of Services, or your acts or omissions. Rather, the Platform will merely make requests for Services visible to you, and you will retain total and complete discretion as to when to use the Platform, whether to accept any requests for Services, and how to fulfill that request if you choose to accept it.  Moreover, you and CareerGig acknowledge and agree that you retain total and complete discretion to provide other services or otherwise engage in any other business activities. If you use the Platform in connection with accepting and/or providing Services, this Agreement shall apply.

    5. Subcontracting. You may not engage subcontractors to assist in providing any Services without the express written consent from the applicable Company.

    6. Compliance with Laws and Conduct. You agree you will comply with all applicable laws, rules and regulations in connection with your use of the Platform and provision of any Services as a result of or in connection with same. 

  4. Fees; Method of Payment

    1. Fees.  Some features of the Platform are free to use, but fees may apply for memberships, premium features and other components. If there is a fee listed for any portion of the Platform, by accessing or using that portion, you agree to pay the associated fee. If you sign up for a subscription, your subscription will automatically renew at the conclusion of the then-current term unless you turn off auto-renewal at least twenty-four (24) hours before the conclusion of the then-current term. You must cancel your subscription or turn off auto-renewal to end recurring charges. Canceling a subscription or turning off auto-renewal will not entitle you to a refund of any fees already paid, and previously charged fees will not be pro-rated based upon cancellation. Additionally, you agree that CareerGig will be entitled to deduct a pre-determined percentage of the fees owed to you by any Company for your provision of the Services (the “Hiring Fee”). CareerGig retains the right to determine and modify the Hiring Fee at any time by posting notice of such change in the Platform.

    2. Method of Payment. To facilitate payments to you, you agree to establish an account with a third party payment processor approved by CareerGig (the “Payment Processor”) and to provide CareerGig with sufficient Payment Processor account information to enable CareerGig or the Payment Processor to direct deposit the fees due to you into your account. In addition, you acknowledge and agree that CareerGig is permitted to share certain of your information with the Payment Processor in order for them to provide certain payment processing and tax-related services in connection with your Services. You agree to be bound by any terms and conditions required by the Payment Processor in connection with your receipt of payments hereunder.

    3. Stripe. CareerGig may use Stripe as a Payment Processor and process payments using Stripe. To receive payments using Stripe, you agree to establish the necessary Stripe account (as further described in tand be bound by the Stripe Connected Account Agreement and the Stripe Services Agreement, each as may be updated by Stripe from time to time. You further acknowledge and agree that CareerGig is permitted to share certain of your information with Stripe in order for Stripe to provide certain payment processing and tax-related services in connection with your Services, and Stripe may collect, use, retain and disclose your information in accordance with the Stripe Privacy Policy, as may be updated by Stripe from time to time.

    4. Taxes. You acknowledge and agree that you are obligated to report as income all payments received by you pursuant to this Agreement, and you agree to and acknowledge the obligation to report and pay all self-employment and other taxes thereon.

  5. Relationship of the Parties.

    1. Independent Contractor. As noted above, you retain complete and total discretion as to whether, when, where, and for how long to use the Platform. Likewise, you retain complete and total discretion as to whether, when, where, and which Company Services requests to accept. You and CareerGig agree you are an independent contractor of CareerGig, and not an employee of CareerGig for any purpose. You and CareerGig further expressly agree: (i) this Agreement is not an employment agreement, nor does it create an employment relationship, between CareerGig and you; and (ii) no joint venture, partnership, or agency relationship exists between CareerGig and you. 

    2. No Authority. You acknowledge and agree that you have no authority to bind CareerGig and you undertake not to hold yourself out as an employee, agent or authorized representative of CareerGig.

    3. No CareerGig Sponsored Benefits. While you may purchase access to Benefits from third-parties through your use of the Platform, you acknowledge and agree and it is the intent of the parties that you will not be entitled to participate in any CareerGig-sponsored benefits from CareerGig or any of its affiliates, either as a consultant or employee. If you are reclassified by a governmental agency or court as an employee, you will become a reclassified employee and will receive no benefits except those mandated by applicable law, even if by the terms of CareerGig’s benefit plans in effect at the time of such reclassification you would otherwise be eligible for such benefits. 

  6. Accessing Benefits. The Platform may include or provide access to Benefits in the form of third-party products, services, content, or offerings, including advertising for such.  You acknowledge that different terms of use and privacy policies may apply to your purchase or use of such Benefits and that terms and policies are solely between you and the third party providing such Benefits. You agree that CareerGig does not endorse and is not responsible or liable for any issues related to Benefits.

  7. Term. This Agreement will commence on your access or use of the Platform and will continue until terminated as set forth herein (the “Term”). CareerGig shall be entitled to terminate this Agreement by providing you with fourteen (14) days’ notice and may limit or terminate your access to the Platform all without any notice or liability to you or any other person. You may terminate this Agreement upon fourteen (14) days’ notice by notifying CareerGig at contact@careergig.com. Upon termination of this Agreement by either CareerGig or Freelancer, Freelancer shall immediately cease all use of and all access to the Platform.  In the event you have any Confidential Information or property in your possession, you will return such Confidential Information or property to CareerGig upon the termination of this Agreement.  Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination.

  8. Proprietary Rights.

    1. Reservation of Rights. CareerGig reserves all rights in and to the Platform and all CareerGig intellectual property not expressly granted under this Agreement. “CareerGig,” and all associated logos displayed within the Platform are our trademarks (unless otherwise noted). 

    2. Feedback. If Freelancer submits comments, suggestions, or other feedback regarding the Platform (“Feedback”), such Feedback will be the property of CareerGig, and you hereby assign to CareerGig all rights, title and interest in Feedback. Without limiting the generality of the foregoing, CareerGig will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you.

    3. Assignment.  Freelancer agrees that all software and other work product developed or produced under in connection with the Services as well as all works of authorship and other copyrightable material, notes, records, drawings, designs, inventions, processes, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to practice by Freelancer, solely or in collaboration with others, in connection with the Services (collectively, “Work Product”) and all intellectual property and associated rights therein and thereto are the sole property of the Company who has commissioned Freelancer to perform such services (the “Contracting Company”).  Freelancer does hereby assign fully to the Contracting Company all Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  Freelancer hereby waives any and all rights of attribution, moral rights and similar rights wherever existing in and to any of the foregoing.

    4. Further Assurances.  Freelancer agrees to assist the Contracting Company, or its designee, in every proper way to secure The Contracting Company’s rights in the Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to The Contracting Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which The Contracting Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to The Contracting Company, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Work Product, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  Freelancer further agrees that Freelancer’s obligation to execute or cause to be executed, when it is in Freelancer’s power to do so, any such instrument or papers shall continue after the termination of this Agreement. 

    5. Pre-Existing Materials.  Freelancer agrees that if in the course of performing the Services, Freelancer incorporates into any Work Product developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Freelancer or in which Freelancer has an interest, The Contracting Company is hereby granted and shall have a nonexclusive, royalty-free, perpetual, irrevocable, transferrable, sublicensable, worldwide license to use, perform, display, make, reproduce, make derivative works, import, sell, offer for sale, license, distribute, and otherwise dispose of such invention, improvement, development, concept, discovery or other proprietary information as part of or in connection with such Work Product, with the right to license such rights to others.  Freelancer shall not incorporate any third-party product, software (including open source software and freeware) or work of authorship nor any invention, process, improvement, development, concept, discovery or trade secret or other confidential or proprietary information owned by any third party into any Work Product without prior written permission from the Contracting Company.

    6. Your Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Platform, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Platform (“Your Content”), and other users of the Platform are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service. You represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in this Agreement with respect to Your Content, including the our right to store, transmit, process, and use Your Content in accordance with this Agreement; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.

    7. Content License. We do not claim ownership of Your Content. However, you grant use and our service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Platform to you and other users (including any maintenance, calibration, diagnostics and troubleshooting); and (ii) monitor and improve the Platform.

  9. Confidentiality. You agree that you shall use your best efforts to prevent unauthorized disclosure, transfer, or use of any and all of CareerGig’s or any Contracting Companies’ trade secrets, confidential and proprietary information, and all other information and data of CareerGig or any Contracting Companies that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure (collectively, “Confidential Information”).  Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed directly or indirectly in writing, orally, or by drawings or observation.  You acknowledge that Confidential Information is a valuable, special, and unique asset of CareerGig or the Contracting Companies, and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than performance of the Services.  You shall promptly notify CareerGig or the applicable Contracting Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. CareerGig or the applicable Contracting Company shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section.

  10. Consent to Communications. YOU CONSENT TO RECEIVE MESSAGES (WHETHER BY PHONE, EMAIL, TEXT MESSAGES OR PUSH NOTIFICATIONS) FROM CAREERGIG, COMPANIES AND/OR OUR THIRD PARTY PARTNERS, AND ACKNOWLEDGE AND AGREE THAT YOUR PRIMARY PHONE NUMBERS AND EMAIL ADDRESSES AND OTHER INFORMATION MAY BE USED FOR THE PURPOSE OF INITIATING COMMERCIAL MESSAGES. We will allow you to opt out of receiving some of these messages, but to stop receiving any messages from us whatsoever (including administrative messages regarding the Platform), you will need to terminate this Agreement. You agree to maintain an updated phone number and email address with CareerGig.

  11. Warranties; Disclaimers

    1. Warranties. Freelancer shall perform the Services in a good and workmanlike manner with due diligence and in full compliance with the terms and conditions of this Agreement, all agreed to specifications and acceptance criteria, and applicable law.  Freelancer further warrants that: (i) the Work Product is or will be original to Freelancer; (ii) Freelancer has not previously granted and will not grant any rights in the Work Product to any third party that are inconsistent with the rights granted to CareerGig herein; (iii) all Work Product, and the intended uses thereof, shall be free of any third party claims with respect to intellectual property or other proprietary rights and shall be free of any third party liens, encumbrances, security interests, or any similar restrictions; (iv) unless provided by the applicable Company, Freelancer will provide all necessary personnel, facilities, and materials to facilitate efficient and effective completion of the Services; and (v) Freelancer has full power and authority to enter into this Agreement, to carry out its obligations under this Agreement and to grant the rights granted to Company hereunder.

    2. DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND COMPANY INFORMATION, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY.

  12. Limitation of Liability. IN NO EVENT SHALL CAREERGIG OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE PLATFORM OR THE PROVISION OF SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CAREERGIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CAREERGIG OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE AMOUNT FREELANCER EARNED IN CONNECTION WITH THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.

  13. Indemnity. Freelancer agrees to indemnify, defend, and hold harmless CareerGig and its affiliates and their respective directors, officers, employees and agents from any loss, liability, claim, or demand, including reasonable attorneys’ fees and monetary judgments against CareerGig, made by any Company, other Freelancer or other party that arises out of, is related to, or is based on (a) a breach of this Agreement and/or any breach of your representations and warranties, (b) your negligence or intentional act or omission, (c) your use of the Platform, and/or (d) your provision of any Services.

  14. ARBITRATION AND EQUITABLE RELIEF.

    1. Disputes. Except as provided in Section 15.f, you and CareerGig agree to settle by binding arbitration, and not in a court of law, any and all disputes, controversies, and claims of whatever nature or kind that CareerGig may have against you or that you may have against CareerGig or against CareerGig’s affiliates, parents, subsidiaries, successors or assigns, or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them (the “CareerGig Parties”), including but not limited to any claim related to or arising under this Agreement, the use of the Platform, any provision of Services, any Company, or the nature of the relationship between you and CareerGig (each a “Claim” and collectively, “Claims”).  This arbitration provision is intended to require arbitration of every Claim that lawfully can be arbitrated, except for those Claims which by the terms of this Agreement are expressly excluded from the arbitration provision.  Any arbitration brought pursuant to this Agreement is to be conducted in the English language in Arlingtonx County, Virginia in accordance with the rules for resolution of commercial disputes then in effect of the American Arbitration Association (“AAA”), except as modified by this Agreement, whether such dispute or controversy arose before or after the date you signed this Agreement.  The AAA rules are available at http://www.adr.org/Rules.  Any question regarding the scope, enforceability, validity, interpretation, formation, or application of this Section 15, including any claim of unconscionability or defense to arbitration, shall likewise be settled exclusively by binding arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.

    2. Individual Basis. You and CareerGig agree to resolve any Claim in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis and there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action, collective action, representative action, other multi-party or consolidated action, or any other action on behalf of or together with individuals other than myself (“Class Action Waiver”), unless such procedures are agreed to in writing by all parties. If at any point this Class Action Waiver is determined to be unenforceable by a civil court of competent jurisdiction in a proceeding in which a party seeks to pursue a class or collective action or otherwise act in a representative capacity, then this Agreement will not apply with respect to that class or representative action, which will proceed instead before such court and not in arbitration.  If the court, however, ultimately denies the party’s request to proceed on a class, collective or representative basis, then the party’s individual claim(s) will be subject to this Agreement and referable to arbitration under these terms.

    3. Demand for Arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must deliver a written demand for arbitration within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.

    4. Selection of Arbitrator. CareerGig and Freelancer shall select one (1) neutral arbitrator by mutual agreement. If we cannot agree on an arbitrator within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the procedures found in the then current AAA’s Commercial Arbitration Rules and Mediation Procedures. Unless the parties jointly agree otherwise, the Arbitrator shall be either an attorney licensed to practice law in the State of Virginia, or a retired judge.

    5. Costs. CareerGig and Freelancer shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law. 

    6. Exceptions to Arbitration Provision.

      1. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator, provided the remainder of any such dispute shall be subject to arbitration.

      2. This arbitration provision shall not apply to Claims relating to CareerGig’s or your intellectual property rights.

      3. This arbitration provision shall not apply to Claims that are not subject to pre-dispute agreements to arbitrate.

    7. Acknowledgment. YOU HAVE READ AND UNDERSTAND SECTION 15, WHICH DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT, YOU KNOWINGLY AND VOLUNTARILY AGREE TO SUBMIT ANY CLAIMS BETWEEN YOU AND THE CAREERGIG PARTIES, INCLUDING ANY CLAIM ARISING OUT OF OR RELATING TO, (a) THIS AGREEMENT, OR THE EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY HEREOF, OR (B) YOUR ACCESS TO OR USE OF THE PLATFORM AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE YOU SIGNED THIS AGREEMENT, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION 15.f, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE THAT, PURSUANT TO THIS PROVISION, YOU ARE PRECLUDED FROM BRINGING, PARTICIPATING IN, OR RECOVERING RELIEF PURSUANT TO ANY CLASS OR COLLECTIVE ACTION AGAINST CAREERGIG.

    8. Changes. CareerGig may modify, revise, or terminate the terms of this Section 15 by giving Freelancer at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination. If you do not agree to the terms of this Agreement as revised, please cease using the Platform within the time proscribed in the update notice.  If you continue using the Platform beyond such time period, you will be deemed to have accepted the terms and provisions of this Agreement as revised.

    9. Jury Waiver. Without limiting the parties’ agreement to arbitrate in any way, CareerGig and Freelancer agree to waive a jury trial of any dispute, controversy, or claim between them that is not submitted or compelled to arbitration for any reason whatsoever.

  15. Governing Law, Forum, and Venue. This Agreement will be construed in accordance with and governed by the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Virginia, without regard to conflicts of laws principles. Without limiting the agreement to arbitrate set forth in Section 15, CareerGig and Freelancer agree the exclusive venue for resolving any dispute between them, including but not limited to any dispute arising out of or related to this Agreement, that is not submitted or compelled to arbitration for any reason shall be in the state and federal courts located in Arlington County, Virginia, and Freelancer consents to the jurisdiction of the federal and state courts located in Arlington County, Virginia; provided, however, the foregoing shall not limit or displace in any way the scope of the parties’ agreement to arbitrate in Section 15. Freelancer further acknowledges and agrees that many of the witnesses and records that would be relevant to any dispute between the parties are located in Arlington County, Virginia, and that Arlington County, Virginia, would not be an inconvenient forum for the resolution of any dispute between the parties. Freelancer hereby waives any objection to Arlington County, Virginia, as a forum and venue for the hearing of any dispute between Freelancer and CareerGig that is not compelled to arbitration for any reason, including but not limited to any objection based on convenience.

Miscellaneous. This Agreement (including the Additional Terms), and the documents we reference in this Agreement, constitutes the entire agreement between CareerGig and Freelancer regarding the subject matter hereof, including but not limited to the Platform, and supersedes any prior agreements, whether written or oral, on the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as provided in Section 15.b, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an authorized executive of CareerGig and Freelancer, or in the case of Freelancer, accepted via a click-to accept mechanism or through Freelancer’s continued use of the Platform. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Freelancer may not transfer, delegate or assign this Agreement or any of its rights or obligations hereunder without CareerGig’s prior written consent or as otherwise provided in the Agreement, and any attempt to do so shall be null and void. CareerGig may transfer or assign this Agreement.


Company Terms of Use

Last Updated: July 1, 2020

Digics, Inc., a Delaware corporation d/b/a CareerGig (“CareerGig,” “our,” “us,” or “we”), provides proprietary software platform (the “Platform”) designed to allow gig economy and freelance workers (“Freelancers”) to connect with entities using the Platform (“Company” or “you”) interested in procuring certain services (“Services”) from Freelancers.  Your procurement of Services or access or use of the Platform is subject to the terms and conditions of this Company Agreement (this “Company Agreement”). We may, in our sole discretion, update this Company Agreement at any time. You can access and review the most current version of this Agreement at the URL for this page or by clicking on the “Company Agreement” link within the Platform or as otherwise made available by us. Your continued use of the Platform after notification of any changes signifies that you have read, understood and agreed to the revised Company Agreement.

  1. Acceptance

By registering for an account or otherwise accessing or using the Platform, you expressly acknowledge that you (i) have read and understand all of the terms of this Agreement and have taken time to consider the consequences of this important decision; (ii) agree to be bound by the terms and conditions of this Agreement; and (iii) are legally competent to enter into this Agreement with CareerGig. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Platform.  This Agreement expressly supersedes prior agreements with you. 

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN SECTION 14 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE CAREERGIG PARTIES THROUGH FINAL AND BINDING ARBITRATION. ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

  1. Additional Terms; Updates

    1. Additional Terms. Your access to and use of the Platform is further subject to the CareerGig Privacy Policy, and any usage or other policies relating to the Platform posted or otherwise made available to you by us (the “Additional Terms”). The Additional Terms are part of the Terms and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.
    2. Updates. We reserve the right to modify, suspend or discontinue the Platform, with or without notice, and we shall not be liable to you or to any third party for any such modification, suspension or discontinuance. We may, in our sole discretion, develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Platform or related services (“Updates”). 
  2. Use of the Platform
    1. License. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement in all material respects, CareerGig hereby grants you during the Term (as defined below) of this Agreement a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the purpose connecting with Freelancers with respect to the fulfillment of Services. 
    2. Restrictions. You acknowledge and agree that you may not: (i) copy, sell, transfer, assign or sublicense the Platform; (ii) decompile, disassemble, reverse engineer or attempt to derive the source code of the Platform or use the Platform for purposes of competitive analysis of the Platform or for the development or provision of a competing service or product or for any other purpose that is to CareerGig’s detriment or commercial disadvantage; (iii) translate, merge, adapt or modify the Platform in any way or create any derivative works thereof; (iv) input, transmit or otherwise provide to or through the Platform any information, code or materials that are unlawful, injurious or obscene; (v) bypass or breach any security device or protection used by the Platform; (vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform; or (vii) access or use the Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any right of any third party or any applicable law.  You shall not exploit the Platform in any unauthorized manner.
    3. Registration. In registering for the Platform you represent and warrant to CareerGig that the information that you have provided and will provide to CareerGig is and will be current, true, accurate, supportable and complete.
  3. Procurement of Services
    1. Your Relationship with Freelancers. You acknowledge and agree that your use of the Platform to connect with Freelancers provide Services creates a direct business relationship between you and the Freelancer. CareerGig is not responsible or liable for the actions or inactions of any Freelancer in relation to your or their activities. You shall have the sole responsibility for any obligations or liabilities to the Freelancer or other third parties that arise with respect to the Services. You acknowledge and agree you are solely responsible for taking such precautions as may be reasonable and proper when procuring Services. 
    2. Interactions with Freelancers. We are not responsible for the performance or non-performance of any Freelancer who provides Services to you nor do we have control over the integrity, actions, omissions, quality, timing, legality, failure to provide, or any other aspect whatsoever of a Freelancer’s labor.  We do not make any representations or warranties about the suitability, reliability, fitness, timeliness, or accuracy of the labor requested or provided by Freelancers or you. You accept it is your responsibility to assess and determine whether Freelancers have the sufficient certifications, skills and ability for the work required and you are responsible for providing sufficient supervision and review to ensure quality and timeliness requirements are met. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS AND TRANSACTIONS WITH FREELANCERS. YOU AGREE TO LOOK SOLELY TO SUCH FREELANCERS FOR ANY CLAIM, DAMAGE OR LIABILITY ASSOCIATED WITH ANY SERVICES OR TRANSACTIONS COMMISSIONED VIA THE PLATFORM, AND EXPRESSLY WAIVE AND RELEASE CAREERGIG FROM ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY SUCH FREELANCERS, INCLUDING DAMAGES RELATING TO PERSONAL INJURY OR DESTRUCTION OF PROPERTY.  CareerGig has no obligation to monitor or resolve disputes among Freelancers and Companies.
    3. Your Relationship with CareerGig. You and CareerGig acknowledge and agree that CareerGig will not direct or control any Freelancer’s interactions with you.
    4. Compliance with Laws and Conduct. You agree you will comply with all applicable laws, rules and regulations in connection with your use of the Platform and procurement of any Services as a result of or in connection with same. 
  4. Fees
    1. Fees. Some features of the Platform are free to use, but fees may apply for memberships, premium features and other components. If there is a fee listed for any portion of the Platform, by accessing or using that portion, you agree to pay the associated fee (including those for Freelancer Services), each as further described in the Platform (“Fees”) and in accordance with terms set forth herein and any additional terms set forth on the Platform. If you sign up for a subscription, your subscription will automatically renew at the conclusion of the then-current term unless you turn off auto-renewal at least twenty-four (24) hours before the conclusion of the then-current term. You must cancel your subscription or turn off auto-renewal to end recurring charges. Canceling a subscription or turning off auto-renewal will not entitle you to a refund of any fees already paid, and previously charged fees will not be pro-rated based upon cancellation.  
    2. Payment Method. CareerGig will collect payment for the Fees from you and forward the applicable portion to each Freelancer (if any). All charges and payments will be automatically made using the preferred payment method designated in your account, after which you will receive a receipt by email. If your primary account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that we may use a secondary payment method in your account. Charges paid by you are final and non-refundable unless otherwise agreed with CareerGig.
    3. Taxes Where applicable, CareerGig may also collect taxes on fees and the cost for premium services or features.
  5. Relationship of the Parties. It is the express intention of the parties that CareerGig and the Freelancers are independent contractors.  Nothing in this Company Agreement shall in any way be construed to constitute CareerGig or the Freelancers as an agent, employee or representative of the Company, and Freelancers shall perform the Services hereunder as an independent contractor.
  6. Term. This Agreement will commence on your access or use of the Platform and will continue until terminated as set forth herein (the “Term”). CareerGig shall be entitled to terminate this Agreement by providing you with fourteen (14) days’ notice and may limit or terminate your access to the Platform all without any notice or liability to you or any other person. You may terminate this Agreement upon fourteen (14) days’ notice by notifying CareerGig at contact@careergig.com. Upon termination of this Agreement by either CareerGig or Company, Company shall immediately cease all use of and all access to the Platform.  Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination.
  7. Proprietary Rights.
    1. Reservation of Rights. CareerGig reserves all rights in and to the Platform and all CareerGig intellectual property not expressly granted under this Agreement. “CareerGig,” and all associated logos displayed within the Platform are our trademarks (unless otherwise noted). 
    2. Feedback. If Company submits comments, suggestions, or other feedback regarding the Platform (“Feedback”), such Feedback will be the property of CareerGig, and you hereby assign to CareerGig all rights, title and interest in Feedback. Without limiting the generality of the foregoing, CareerGig will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you.
    3. Freelancers Assignment & License. Each Freelancer involved in the performance of the Services is bound by an agreement whereby such Freelancer: (i) agrees that all software and other work product developed or produced under in connection with the Services provided to Company as well as all works of authorship and other copyrightable material, notes, records, drawings, designs, inventions, processes, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to practice by Freelancer, solely or in collaboration with others, in connection with the Services provided to Company (collectively, “Work Product”) and all intellectual property and associated rights therein and thereto are the sole property of Company; (ii) assigns to Company all Work Product and any copyrights, patents, mask work rights or other intellectual property rights relating thereto; (iii) waives any and all rights of attribution, moral rights and similar rights wherever existing in and to any of the foregoing; and (iv) agrees that if, in the course of performing the Services, such Freelancer incorporates into any Work Product any invention, improvement, development, concept, discovery or other proprietary information owned by such Freelancer or in which such Freelancer has an interest, such Freelancer grants Company a nonexclusive, royalty-free, perpetual, irrevocable, transferrable, sublicensable, worldwide license to use, perform, display, make, reproduce, make derivative works, import, sell, offer for sale, license, distribute, and otherwise dispose of such invention, improvement, development, concept, discovery or other proprietary information as part of or in connection with such Work Product, with the right to license such rights to others.
    4. Your Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Platform, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Platform (“Your Content”), and other users of the Platform are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service. You represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in this Agreement with respect to Your Content, including the our right to store, transmit, process, and use Your Content in accordance with this Agreement; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.
    5. Content License. We do not claim ownership of Your Content. However, you grant use and our service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Platform to you and other users (including any maintenance, calibration, diagnostics and troubleshooting); and (ii) monitor and improve the Platform.
  8. Confidentiality. CareerGig agrees to use commercially reasonable efforts to prevent unauthorized disclosure, transfer, or use of any and all Company trade secrets, confidential and proprietary information, and all other information and data of Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure (collectively, “Confidential Information”).  Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed directly or indirectly in writing, orally, or by drawings or observation.  CareerGig acknowledges that Confidential Information is a valuable, special, and unique asset of Company, and agrees that it will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than facilitation of the Services.
  9. Consent to Communications. YOU CONSENT TO RECEIVE MESSAGES (WHETHER BY PHONE, EMAIL, TEXT MESSAGES OR PUSH NOTIFICATIONS) FROM CAREERGIG, COMPANIES AND/OR OUR THIRD PARTY PARTNERS, AND ACKNOWLEDGE AND AGREE THAT YOUR PRIMARY PHONE NUMBERS AND EMAIL ADDRESSES AND OTHER INFORMATION MAY BE USED FOR THE PURPOSE OF INITIATING COMMERCIAL MESSAGES. We will allow you to opt out of receiving some of these messages, but to stop receiving any messages from us whatsoever (including administrative messages regarding the Platform), you will need to terminate this Agreement. You agree to maintain an updated phone number and email address with CareerGig.
  10. Representations; Disclaimers
    1. You represent, warrant and covenant that you will:
      1. Accurately reflect all aspects of the work to be performed when entering job requirements into the Platform;
      2. Comply with any and all applicable laws, rules and regulations, including those related to, labor and employment (e.g., those set forth by the OSHA and EEOC), health and safety (e.g., those set forth by the ADA and EPA), and data privacy (e.g., BIPA, CCPA, etc.); 
      3. Include any on-site Freelancers in your safety and health program, including site-specific safety instructions and the provision of, and instruction in the use and care of, any necessary or useful personal protective equipment.  
      4. Not use Freelancers (1) to operate machinery, heavy equipment, motor vehicles or vehicles for excavation more than four feet in depth; (2) for any work on ladders or scaffolding over 6 feet in height; (3) as the member of the crew of any vessel or maritime work upon the navigable waters of the United States which might be subject to the US LHWCA or the Jones Act; (4) to serve alcoholic beverages, or (5) to participate in any activity involving hazardous or toxic substances, pollutants, asbestos, or nuclear fuel.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY.
  11. Limitation of Liability. IN NO EVENT SHALL CAREERGIG OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE PLATFORM OR THE PROVISION OF SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF CAREERGIG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CAREERGIG OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE AMOUNT FREELANCER EARNED IN CONNECTION WITH THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.
  12. Indemnity. Company agrees to indemnify, defend, and hold harmless CareerGig and its affiliates and their respective directors, officers, employees and agents from any loss, liability, claim, or demand, including reasonable attorneys’ fees and monetary judgments against CareerGig, made by any Freelancer or other party that arises out of, is related to, or is based on (a) Company’s breach of this Agreement, (b) Company’s negligence or intentional act or omission, and/or (c) Company’s use of the Platform.
  13. ARBITRATION AND EQUITABLE RELIEF.
    1. Disputes. Except as provided in Section 14.f, you and CareerGig agree to settle by binding arbitration, and not in a court of law, any and all disputes, controversies, and claims of whatever nature or kind that CareerGig may have against you or that you may have against CareerGig or against CareerGig’s affiliates, parents, subsidiaries, successors or assigns, or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them (the “CareerGig Parties”), including but not limited to any claim related to or arising under this Agreement, the use of the Platform, the Services, any Freelancer, or the nature of the relationship between you and CareerGig (each a “Claim” and collectively, “Claims”).  This arbitration provision is intended to require arbitration of every Claim that lawfully can be arbitrated, except for those Claims which by the terms of this Agreement are expressly excluded from the arbitration provision.  Any arbitration brought pursuant to this Agreement is to be conducted in the English language in Arlington County, Virginia in accordance with the rules for resolution of commercial disputes then in effect of the American Arbitration Association (“AAA”), except as modified by this Agreement, whether such dispute or controversy arose before or after the date you signed this Agreement.  The AAA rules are available at http://www.adr.org/Rules.  Any question regarding the scope, enforceability, validity, interpretation, formation, or application of this Section 14, including any claim of unconscionability or defense to arbitration, shall likewise be settled exclusively by binding arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.
    2. Individual Basis. You and CareerGig agree to resolve any Claim in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis and there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class action, collective action, representative action, other multi-party or consolidated action, or any other action on behalf of or together with individuals other than myself (“Class Action Waiver”), unless such procedures are agreed to in writing by all parties. If at any point this Class Action Waiver is determined to be unenforceable by a civil court of competent jurisdiction in a proceeding in which a party seeks to pursue a class or collective action or otherwise act in a representative capacity, then this Agreement will not apply with respect to that class or representative action, which will proceed instead before such court and not in arbitration.  If the court, however, ultimately denies the party’s request to proceed on a class, collective or representative basis, then the party’s individual claim(s) will be subject to this Agreement and referable to arbitration under these terms.
    3. Demand for Arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must deliver a written demand for arbitration within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.
    4. Selection of Arbitrator. CareerGig and Company shall select one (1) neutral arbitrator by mutual agreement. If we cannot agree on an arbitrator within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the procedures found in the then current AAA’s Commercial Arbitration Rules and Mediation Procedures. Unless the parties jointly agree otherwise, the Arbitrator shall be either an attorney licensed to practice law in the State of Virginia, or a retired judge.
    5. Costs. CareerGig and Company shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law. 
    6. Exceptions to Arbitration Provision.
      1. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator, provided the remainder of any such dispute shall be subject to arbitration.
      2. This arbitration provision shall not apply to Claims relating to CareerGig’s or your intellectual property rights.
      3. This arbitration provision shall not apply to Claims that are not subject to pre-dispute agreements to arbitrate.
    7. Changes. CareerGig may modify, revise, or terminate the terms of this Section 14 by giving Company at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination. If you do not agree to the terms of this Company Agreement as revised, please cease using the Platform within the time proscribed in the update notice.  If you continue using the Platform beyond such time period, you will be deemed to have accepted the terms and provisions of this Company Agreement as revised.
    8. Jury Waiver. Without limiting the parties’ agreement to arbitrate in any way, CareerGig and Company agree to waive a jury trial of any dispute, controversy, or claim between them that is not submitted or compelled to arbitration for any reason whatsoever.
  14. Governing Law, Forum, and Venue. This Agreement will be construed in accordance with and governed by the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Virginia, without regard to conflicts of laws principles. Without limiting the agreement to arbitrate set forth in Section 14, CareerGig and Company agree the exclusive venue for resolving any dispute between them, including but not limited to any dispute arising out of or related to this Agreement, that is not submitted or compelled to arbitration for any reason shall be in the state and federal courts located in Arlington County, Virginia, and Freelancer consents to the jurisdiction of the federal and state courts located in Arlington County, Virginia; provided, however, the foregoing shall not limit or displace in any way the scope of the parties’ agreement to arbitrate in Section 14. CareerGig and Company further acknowledge and agree that many of the witnesses and records that would be relevant to any dispute between the parties are located in Arlington County, Virginia, and that Arlington County, Virginia, would not be an inconvenient forum for the resolution of any dispute between the parties. CareerGig and Freelancer hereby waive any objection to Arlington County, Virginia, as a forum and venue for the hearing of any dispute between Freelancer and CareerGig that is not compelled to arbitration for any reason, including but not limited to any objection based on convenience.
  15. Miscellaneous. This Agreement (including the Additional Terms), and the documents we reference in this Agreement, constitutes the entire agreement between CareerGig and Company regarding the subject matter hereof, including but not limited to the Platform, and supersedes any prior agreements, whether written or oral, on the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Except as provided in Section 14.b, if any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an authorized executive of CareerGig and Company, or in the case of Company, accepted via a click-to accept mechanism or through Company’s continued use of the Platform. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Company may not transfer, delegate or assign this Agreement or any of its rights or obligations hereunder without CareerGig’s prior written consent or as otherwise provided in the Agreement, and any attempt to do so shall be null and void. CareerGig may transfer or assign this Agreement.