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ROSTER TECHNOLOGIES, LLC d/b/a roster
PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCESSING OR USING THE “PLATFORM”, OR ANY “SERVICES” OR “CONTENT” (AS SUCH TERMS ARE DEFINED HEREIN), OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT, ROSTER IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM, OR THE CONTENT OR SERVICES, AND YOU MUST NOT ACCESS OR USE THE PLATFORM, OR THE CONTENT OR SERVICES. IF YOU ACCESS OR USE THE PLATFORM, OR THE CONTENT OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT.
This USER AGREEMENT (“Agreement”) is a contract between you, or, if you are entering into this Agreement on behalf of another individual or entity, that individual or entity (in either case, “you”) and roster Technologies, LLC d/b/a roster (“roster”, “we” or “our”).
This Agreement is entered into with, and includes and incorporates by reference, the roster Terms of Service found at https://withroster.com/terms-of-service (“User Agreement”). All references herein to this “Agreement” shall include the terms and conditions set forth below as well as the terms and conditions of the User Agreement, and all references in the User Agreement to the “User Agreement” shall be deemed to apply to this Agreement as a whole. To the extent you are not already bound by the User Agreement, by entering into this Agreement, you agree to be bound by the terms and conditions of the User Agreement.
By entering into the Terms of Service, You became a User of the Platform. You have also indicated your desire to apply to establish an Account on the Platform and, if approved by roster, to obtain access to certain Services made available to Users that establish Accounts on the Platform. This Agreement sets forth certain terms and conditions applicable to your application to establish an Account and, if approved by roster, the establishment, use, and termination of your Account and your use of and access to the Platform, Services, and Content through the Platform.
The Services made available to Users establishing Accounts on the Platform may include the ability to create Inquiries to obtain opportunities and perform Work through the Platform and propose Terms to provide or to obtain Work created by other Users.
· When you obtain Work, whether through creating an Inquiry seeking to have Work provided or responding to an Inquiry by proposing Fulfillment Terms seeking to obtain Work from another User, you act as the “Company” as to that Work and any other User outside of the Company’s organization providing that Work, acts as the “Supplier”.
· When you provide Work, whether through proposing Fulfillment Terms to fill an Inquiry created by another User or by creating an Inquiry seeking to provide Work for another User, you act as the “Supplier” of that Work and any other User obtaining that Work acts as the “Company”.
In this way, you and the other Users of the Platform may access and use the Platform as both a Company and a Supplier for different work, or you may access and use the Platform solely as a Company or solely as a Supplier. References in this Agreement to “Company” or “Supplier” (and “Companies” and “Suppliers”) shall apply to you when you are acting as a Company or Supplier on the Platform, respectively, as applicable depending on whether you are providing Work or obtaining Work, as the case may be.
1. DEFINITIONS. All terms defined in the User Agreement shall have the same meanings when those terms are used in this Agreement. In addition, the terms defined in this document will have the meanings given to them herein.
2. TERM. The term of this Agreement will begin when you agree to the terms of this Agreement (either electronically or in paper form) or you first access or use your Account and will remain in effect until it is terminated as provided below.
3. ACCOUNTS AND PROFILES.
3.1 Approval. To use certain Services on the Platform you are required to establish and maintain
an Account on the Platform. In connection with this Agreement, you have applied to establish an Account.
Approval of your Account is at the sole discretion of roster.
3.2 Access. If you are approved by roster for an Account, you will be eligible to establish an Account on the Platform. Once established, you may access and use the Platform through your Account as the sole user of your Account, with the exception of designating project-specific job level permissions for other persons to access your Account through the roles and permissions feature of the Platform.
3.3 Profiles. If you are approved by roster to open an Account, you will also be required to create and maintain a Profile for your Account. In connection with establishing your Profile, or accessing or using your Account, you will be asked to submit certain information about yourself and, as applicable, employees or contractors whose services you offer to provide Work through the Platform. You agree that: (a) all such information you provide will be accurate, complete, and current; (b) you will maintain and promptly update all such information to keep it accurate, complete, and current; and (c) you will not provide any information belonging to any other person or organization with the intent to impersonate that person or organization. You authorize roster to share all such information in your Profile with our Affiliates and with all other Users.
3.4 Verification. We shall have the right, but not the obligation, to verify any information you provide in connection with your Profile or your Account. You authorize roster to verify any of the information you provide in your Profile or otherwise through the Platform, including to confirm your identity, your eligibility to access and use the Platform and Services, and your eligibility (and the eligibility of your employees and contractors) to provide any Work. You acknowledge that roster may use third parties, government authorities, and other sources of information as roster may deem appropriate for any such verification. Nothing in this Agreement requires roster to verify your identity or the identity of any other User, and roster does not warrant or represent to you that roster has verified the identity of, or other information regarding, any other User.
3.5 Authorizations. Before including any information to your Profile or providing any information through the Platform, whether that information is about you or any third party, you will obtain any and all authorizations and consents required by applicable Laws to authorize the use of such information by roster and the sharing of such information by roster with its Affiliates and with Users and other third parties as described herein. We are not liable for any invasion of privacy or other claim that may be asserted by your employees or contractors or by any other third party as a result of you including any information regarding your employees or contractors or other Users on the Platform or you otherwise providing any such information to roster and any subsequent sharing of that information with our Affiliates or any Users or third parties. You represent and warrant that any and all information you provide to roster is being provided in accordance with applicable Laws and that you have the full requisite power, authority, and consent needed to provide such information to roster.
3.6 Responsibilities. You should take steps to prevent any and all unauthorized use of your Account, and you are solely responsible for all access to and use of your Account (whether authorized or unauthorized) by any person, including all Content and Services accessed through your Account. We may deem any actions taken through your Account to have been authorized by you. The identification and password for your Account (each, “Account ID”) is personal in nature and may be used only by you. You will ensure the security and confidentiality of each Account ID and will notify roster immediately if any Account ID is lost, stolen, or otherwise compromised. You acknowledge that you are fully responsible for all costs, fees, liabilities, or damages incurred, and for all material transferred, stored, modified, or shared through the use of your Account ID (whether lawful or unlawful, authorized or unauthorized). You acknowledge that any transactions completed through your Account will be deemed to have been lawfully completed by and authorized by you. In no event will roster be liable for the foregoing obligations or the failure by you to fulfill such obligations.
3.7 Account Authority. You will initially have full authority over your Account. You may be permitted to designate other Users to exercise certain authority over your Account. If you designate any other User to have any authority over your Account, you authorize roster to provide that User with such authority for your Account. It is your responsibility to properly designate any User having authority over your Account. In the event of a dispute involving the authority any other User has over your Account, roster reserves the right, at its sole discretion, to suspend all access to your Account until such claims are resolved or, if such claims cannot be resolved, to terminate your Account and archive your Content.
4. ADDITIONAL SERVICES. We may offer you certain support, maintenance, training, and other additional assistance Services relating to the Platform and the Services offered through the Platform (“Additional Services”). All references to the Services in this Agreement and any applicable Related Agreement between you and roster will be deemed to include any such Additional Services. All Additional Services are provided by roster solely under the terms of this Agreement and any Related Agreement applicable to those Additional Services. Except as expressly agreed upon by roster in writing, roster is under no obligation to provide you with any Additional Services.
5. CONSENTS AND APPROVALS. In connection with the Services, including any Additional Services, you may be asked to provide your consent or approval to certain information provided or actions taken by roster as part of the Services. We may obtain any such consent or approval from you either in writing or through a message sent to your Account on the Platform or by email to any email address you have specified in your Profile or in connection with your Account. You acknowledge that any consents or approvals provided through your Account or from any such email address will be deemed to have been lawfully provided by you, without the need for further verification by roster.
6. REQUESTS, APPLICATIONS, AND ACCEPTED REQUESTS.
6.1 As a Supplier. Acting as a Supplier, you may make Applications to provide Work to fill
Requests created by Companies or you may create Requests to provide Work for Companies. If you choose, you
may decide to negotiate and enter into an Accepted Request for that Work. You agree to use reasonable
efforts to enter into an Accepted Request with any Companies making Applications to obtain Work under your
Requests or Requests to receive Work under your Applications. Subject to the foregoing, you and any Company
are solely responsible for the terms and conditions of any Accepted Request and you shall enter into a
Related Agreement with such Company to document such terms and conditions. roster is not and will not be a
party to any such negotiation of any Accepted Request in any way. By entering into an Accepted Request with
a Company, you are entering into a binding agreement with that Company to provide the Company with the Work
set forth in that Accepted Request under the terms specified in the Accepted Request and any other
applicable Related Agreement.
6.2 As a Company. Acting as a Company you may create Requests to receive Work from Suppliers or you may make Applications to obtain Work under Requests created by Suppliers. If you choose, you decide to negotiate and enter into an Accepted Request for that Work. You agree to use reasonable efforts to enter into an Accepted Request with any Suppliers making Applications to provide Work under your Requests or Requests to provide Work under your Applications. As a Company, you and any Supplier are solely responsible for the terms and conditions of any Accepted Request and you shall enter into a Related Agreement with such Supplier to document such terms and conditions. We are not and will not be a party to any such negotiation of any Accepted Request in any way. By entering into an Accepted Request with a Supplier, you are entering into a binding agreement with that Supplier and you agree to receive from the Supplier the Work set forth in that Accepted Request under the terms specified in the Accepted Request and any other applicable Related Agreement.
6.3 Requirements for Requests and Applications. You will make all Requests and Applications in good faith and to the best of your current actual knowledge related to the anticipated Work. You are solely responsible for determining the terms and conditions specified in each Request you create or Application you make. You agree to comply with all of the requirements and follow all instructions on the Platform in connection with creating Requests, making Applications, and entering into Accepted Requests. You shall be specific and shall provide reasonable detail in describing the Work required or offered under any Request or Application and shall describe all such Work in clear terms using plain language. You shall provide all specifications and other documents and information relating to any Request or Application as indicated on the Platform or as otherwise reasonably necessary to adequately describe the Work required or offered under any Request or Application.
7. WORK AND RELATED AGREEMENTS.
7.1 Related Agreements Required for all Work. All Work you receive from a Supplier under any Accepted
Request shall be provided to you under a Related Agreement between you and that Supplier. All Work you
perform as a Supplier under any Accepted Request shall be provided under a Related Agreement between you and
that Company. Prior to providing or receiving any Work under any Accepted Request, you will enter into a
Related Agreement with the Company receiving or the Supplier providing that Work, as applicable, specifying
the terms and conditions applicable to that Work. You will not receive or provide any Work under any
Accepted Request without first having entered into a Related Agreement applicable to that Work in compliance
with the terms of this Agreement.
7.2 Compliance with Related Agreements. Each Related Agreement applicable to any Accepted Request, together with the terms and conditions of that Accepted Request, forms a legally binding contract between the Company and Supplier that have agreed to the Accepted Request. When acting either as a Company or Supplier, you agree to strictly comply with each Related Agreement you enter into with any Company or Supplier in connection with any Accepted Request.
7.3 Requirements for Related Agreements. Each Related Agreement applicable to any Work under any Accepted Request shall (a) comply with the requirements of this Agreement, (b) comply with all requirements posted to the Platform, (c) comply with all applicable Laws, and not cause any Company or Supplier, any other User, or roster to violate any applicable Law, (d) not include any terms or conditions conflicting or inconsistent with this Agreement, and (e) not circumvent or attempt to circumvent any terms or conditions of this Agreement.
7.4 Disclosures and Information. Acting as a Company or a Supplier, You shall make all disclosures and provide all information and assistance required by roster in connection with any Request or Application, and Work under any Accepted Request, or any Related Agreement. Without limiting the foregoing, you will disclose in connection with any Request or Application whether you are currently pending trial for any criminal charges of any kind, including any criminal charges involving violence, abuse, neglect, fraud, larceny, or any offence that in any way involves a physical attack, a crime involving a minor or any crime involving moral turpitude, or have you ever been denied permission to work on or terminated from a worksite.
7.5 Personnel Providing Work.
(a) The Supplier (and the Company to the extent deemed a co-employer) shall be solely responsible for employing and terminating any personnel of Supplier performing any Work, provided, however, that after a termination decision is made by the Supplier and/or the Company, roster may communicate such decision to appropriate parties related to such decision.
(b) You are solely responsible for determining whether any personnel providing any portion of any Work should be classified as employees or independent contractors for purposes of applicable Law, and whether any such employees should be classified as “exempt” or “nonexempt” for purposes of the Fair Labor Standards Act and similar state or local Laws. We have no involvement in, or responsibility for, any such determinations and specifically disclaims any liability whatsoever arising out of any claim or contention that a particular personnel have been misclassified.
(c) All Work provided under any Accepted Request shall be performed by or on behalf of the Supplier at the direction of the Company as a subcontractor. No Work under any Accepted Request shall be intended to affect the employment status of any personnel providing such Work. Notwithstanding the foregoing, you acknowledge that when acting as a Company you may be deemed a co-employer of Supplier or of the Supplier personnel performing the Work under any Accepted Request for some or all purposes under applicable Law. We make no representation or warranty regarding the likelihood that you will be deemed a co-employer or the consequences thereof. In no case shall roster be considered an employer or provider, in whole or in part, of any personnel of Supplier or shall have any input into or responsibility for any employment decision of Supplier or Company.
7.6 Example Related Agreements. As part of the Services, roster may offer one or more examples of Related Agreements applicable to such Work. Any such example Related Agreement is for you to use at your option and you are in no way required to use any such example Related Agreement. At your option, you may choose to use any such example or you may also choose to use your own form of Related Agreement. In either case, subject to the terms of this Agreement, you are solely responsible for the terms and conditions of the Related Agreement you enter into with respect to all Work. We make no representation or warranty that any example Related Agreement will be suitable for any particular Work you receive or provide. If you revise or modify any terms of any example Related Agreement, roster in no way endorses or approves any such revisions. Your use of any example Related Agreement provided by roster is at your own risk. You are solely responsible for having any Related Agreement reviewed by your legal counsel, at your own expense, before entering into that Related Agreement.
7.7 Invoicing and Payment of Work Fees.
Work Fees. You acknowledge and agree that you are responsible for the payment of all fees and other amounts due or payable in connection with each Accepted Request you enter into through the Platform as either a Company or a Supplier (collectively, “Work Fees”). All Work Fees applicable to any Work will be as specified in the Accepted Request applicable to that Work.
Invoicing. All invoices or other statements of any kind for any Work or Work Fees under any Accepted Request will be submitted directly to roster. Whether acting as a Company or a Supplier, you will not present any invoice or other statement for any Work or Work Fees under any Accepted Request directly to the other party to that Accepted Request. You agree to comply with all requirements posted to the Platform or any other requests made by roster to provide timecards, time sheets, or other records or information in connection with any such invoice or statement. As part of the Services, roster will be responsible for processing each such invoice for Work Fees received from Supplier and providing an applicable invoice for such Work Fees to Company.
Payment. All payments of any Work Fees will be made directly to roster. You agree to promptly pay in full all invoices for Work Fees received from roster in compliance with the terms specified on each invoice. All such payments of Work Fees will be made through the Platform or as specified on each invoice received from roster. Whether acting as a Company or a Supplier, you will not pay any Work Fees directly to the other party to that Accepted Request.
Platform and Supplier Fees. You acknowledge and agree that roster may assess a Platform Fee and a Supplier Fee (each as defined herein) with respect to the Work Fees under any Accepted Request. You agree to pay all such Platform Fees and Supplier Fees as indicated herein.
Expenses. A Company will only be responsible for reimbursing a Supplier for expenses incurred while engaged in the performance of any Work as specified an Accepted Request.
8. RESTRICTIONS ON CIRCUMVENTION. You shall not circumvent or attempt to circumvent any terms or conditions
of this Agreement, including by making (or attempting to make) a Request or Application outside of the
Platform or avoiding (or attempting to avoid) payment of any Platform Fee or Supplier Fee in connection with
any Work under any Request or Application posted to the Platform or any Accepted Request. Without limiting
the foregoing, you covenant and agree that during the term of this Agreement and for a period of 1 year
thereafter: (1) you shall not hire, engage, or otherwise obtain the services of any Supplier or Supplier
personnel identified in a Profile on the Platform, except by using the Platform to create Requests or make
Applications in compliance with this Agreement; and (2) you shall not provide any Work specified in any
Request or Application (or any equivalent or related services) to another User, or receive any Work
specified in any Request or Application (or any equivalent or related services) to another User, except by
using the Platform in compliance with this Agreement.
9. FEES AND PAYMENT; TAXES.
9.1 Platform Fees. We may retain as a Fee a percentage of the Work Fees paid or payable for the Work under
each Accepted Request (a “Platform Fee”). The Platform Fee applicable to each Accepted Request will be as
posted on the Platform or provided to you in connection with that Accepted Request. You acknowledge and
agree that by creating a Request or Application as a Supplier or Company, roster may deduct the Platform Fee
from any Work Fees paid or payable under any Accepted Request resulting from that Request or Application.
You also agree that if the Work Fees paid are not sufficient to cover the applicable Platform Fee, roster
may invoice you directly for the applicable Platform Fee (or portion thereof) and you agree to pay such
Platform Fee as specified in this Agreement.
9.2 Supplier Fees. We may also charge a Fee to each Supplier in connection with the Work Fees paid or payable for the Work under each Accepted Request (a “Supplier Fee”). The Supplier Fee applicable to each Accepted Request will be as posted on the Platform or provided to you in connection with that Accepted Request. You acknowledge and agree that by creating a Request or Application as a Supplier or Company, roster may deduct the Supplier Fee from any Work Fees paid or payable under any Accepted Request resulting from that Request or Application. You also agree that if the Work Fees actually paid are not sufficient to cover the applicable Supplier Fee, roster may invoice you directly for the applicable Supplier Fee (or portion thereof) and you agree to pay such Supplier Fee as specified in this Agreement.
9.3 Additional Fees. You acknowledge and agree that additional Fees may also apply in connection with your use of the Platform and the Services provided through the Platform (“Additional Fees”). Additional Fees will be as posted to the Platform or as included in a notice from roster to you. Additional Fees may also be included in Related Agreement you enter into with roster. You agree that roster may invoice you directly for any applicable Additional Fees and you agree to pay such Additional Fees as specified in this Agreement.
9.4 Changes to Fees. We reserve the right to change any applicable Fees (whether Platform Fees, Supplier Fees, or Additional Fees) at any time. Any such change shall be effective immediately upon posting of the change to the Platform. Any change to the Platform Fees or Supplier Fees will not affect the Platform Fees or Supplier Fees applicable to any Accepted Request made prior to any such change. Any change to the Additional Fees will not affect the Additional Fees applicable to any Services you have ordered or obtained prior to any such change.
9.5 Payment. We will deduct any applicable Fees paid or payable by or to you under any Accepted Request. Alternatively, roster may also invoice you directly for any applicable Fees. You may view such applicable Fees through your Account on the Platform. You agree to pay all Fees when invoiced by roster. If you have specified credit card, or direct withdrawal or ACH payment from a bank account, as an applicable means of payment, you grant roster the right to charge that credit card or debit that bank account for any Fees under this Agreement or any Related Agreement or otherwise incurred through any use of the Platform or any Services through your Account. Except as expressly set forth in this Agreement or any Related Agreement, all Fees are non-refundable once paid, including upon any termination or suspension of this Agreement, any Related Agreement, or your Account. If any Fee you owe is overdue (including because payment is refused when attempted using any means of payment you have specified), roster may charge you a late fee equal to the lesser of 1½% per month or the maximum amount permitted under applicable law starting 5 business days after notice of such overdue payment. If roster requires use of collection agencies, attorneys, or courts of law for collection on any Fees due under your Account, you will be responsible for those expenses.
9.6 Taxes. Unless otherwise specified in a Related Agreement, all Fees are exclusive of, and you are responsible for all payment of, any applicable taxes, fees, value added surcharges, import and export duties, and other assessments or duties, levied or assessed against you or roster by any governmental entity in connection with this Agreement, any Related Agreement, or your use of the Platform, including any Requests or Applications or any Work performed under any Accepted Requests, including any sales, use, gross receipts, excise, value-added, services, consumption, withholding, personal property, or other taxes, and excluding only any taxes based on roster’s net income.
10. TERMINATION AND SUSPENSION.
10.1 Termination. We may terminate this Agreement at any time, for any reason or no reason, with or without
cause, and with or without prior notice to you. You may terminate this Agreement for convenience upon 30
days advance written notice.
Any notices or communications to terminate, required or permitted to be given by this Agreement must be (i) given in writing and (ii) personally delivered or mailed, by prepaid, certified mail or overnight courier, or electronic mail transmission (including PDF), to the party to whom such notice or communication is directed to the mailing address or regularly-monitored electronic mail address of such party. If to roster:
Any such notice or communication shall be deemed to have been given on (i) the day such notice or
communication is personally delivered, (ii) three (3) days after such notice or communication is mailed by
prepaid certified or registered mail, (iii) one (1) working day after such notice or communication is sent
by overnight courier, or (iv) the day such notice or communication is sent electronically, provided that the
sender has received a confirmation of such electronic transmission.
10.2 Effect of Termination. Upon termination of this Agreement for any reason: (a) all rights and licenses granted to you under this Agreement; (b) your right to access and use the Platform and all Content and Services, will terminate immediately, and you will no longer have access to any of User Content stored on the Platform, including User Content created or generated by you; and (c) all of your User Content stored on the Platform may be deleted or destroyed, and roster will have no liability for any such deletion or destruction. Notwithstanding the termination of this Agreement, you will continue to be bound by the terms of any applicable Related Agreement until the termination or expiration of such Related Agreement. You acknowledge and agree that roster has the right (but not the obligation) to notify other Users of the termination of this Agreement or any suspension of your access to or use of the Platform or Services and provide such Users with a summary of the reason(s) for such termination or suspension. If your Account has been closed or suspended, you may not use the Platform or Services under that Account or any other Account without roster’s express written permission.
10.3 Suspension. For the avoidance of doubt, any suspension of your access to or use of the Platform or Services permitted under this Agreement, may include suspension of access to all or any part of your Account. During any such suspension, your right to access and use any portion of your Account may be temporarily suspended, and you will not have access thereto while such suspension is in effect.
10.4 Survival. All provisions of this Agreement that, by their nature, contemplate performance or compliance after the termination of this Agreement shall survive the termination of this Agreement. Such provisions include, but are not limited to, provisions regarding indemnification, privacy, confidentiality, intellectual property rights, arbitration, and payment for services previously rendered.
11.1 Use or Disclosure Prohibited. You agree that you shall hold in strict confidence and shall not use or
disclose any Confidential Information that you obtain or access as a result of your use of the Platform or
the Services, except for use or disclosure (a) in compliance with this Agreement, (b) with roster’s express,
written permission, or (c) information that is already generally known to the public through no fault of
yours. As used in this Agreement, “Confidential Information” means all trade secrets, proprietary data and
other non-public information, whether or not marked as confidential and whether or not disclosed orally or
in written form, regarding roster or the Platform or Services, including information regarding products,
services, inventions, processes, methods and techniques, revenues, costs, profits, financial matters,
business plans and strategies, sales and marketing plans and strategies, personal information regarding
employees or other individuals, customer lists, customer contacts, and customer histories and preferences,
and all other non-public information. All Confidential Information shall, at the option of roster, either be
destroyed completely (with you providing sworn statements verifying the complete destruction thereof) or be
delivered to roster upon the termination or expiration of this Agreement, or at any other time upon roster's
request. You shall not retain copies of Confidential Information without roster’s express written
authorization. You acknowledge that roster’s Confidential Information is an important asset of roster, that
there is not an adequate remedy at law for a breach of this Section, and roster will suffer irreparable harm
as a result of such a breach. Therefore, you agree that roster, in addition to any other rights, remedies
and/or damages that roster may be entitled to, shall be entitled to equitable relief, including temporary
and permanent injunctive relief without the obligation of posting bond (cash or otherwise), in the event of
actual or threatened disclosure or use of Confidential Information in breach of this Section 11.1.
11.2 Exception for Statutory Protection. Notwithstanding the foregoing, 18 U.S.C. §1833(b) provides, in part: “(1) An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.... (2) An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.” Nothing in this Agreement is intended to conflict with this statutory protection.
12. CONSENT TO RECEIVE RECORDS ELECTRONICALLY.
12.1 Grant of Consent. In connection with your use of the Platform, you may be entitled to receive in
writing certain documents or information from time to time, including contracts, amendments, notices and
other communications (collectively “records”). You give roster permission to provide these records to you
electronically instead of in paper form. roster may, from time to time, in its sole discretion, elect to
provide some records to you in paper form and doing so will not alter or revoke your consent to receive
other records electronically. Your consent to receive records and notices electronically will remain in
effect until you withdraw it. You should retain copies of all records that roster sends you in paper form,
and you should print and retain paper copies of all records that roster sends you electronically.
12.2 Right to Withdraw Consent; Consequences of Withdrawal of Consent. You may withdraw your consent to receive records electronically at any time by contacting roster Services. If you withdraw your consent to receive records electronically, roster will close your Account and terminate this Agreement, and you will no longer be permitted to use the Platform or the Services. Your withdrawal of consent to receive records electronically will take effect after roster has had a reasonable period of time to process the withdrawal. Any withdrawal of your consent to receive records electronically will not apply to records received by you prior to the effective date of your withdrawal of consent.
13. DISCLAIMERS, LIMITATIONS OF LIABILITY, AND RELEASES. FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING
ANY OTHER PROVISION OF THIS AGREEMENT, ALL DISCLAIMERS, LIMITATIONS OF LIABILITY AND RELEASES CONTAINED IN
THE TERMS OF SERVICE WILL APPLY WITH EQUAL FORCE AND EFFECT TO THIS AGREEMENT AS IF THEY WERE STATED IN THIS
EMPLOYMENT CLAIMS. In addition to any indemnification obligation under the Terms of Service, you also agree to indemnify, defend and hold harmless each roster Indemnified Party from any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to any claim, suit, proceeding, demand, or action brought by you or another User or a third party against any roster Indemnified Party arising out of or relating to any Employment Claim. As used in this Agreement, an “Employment Claim” means any claim or cause of action arising out of or relating to any Work, including claims or causes of action based on:
(1) federal, state or local laws prohibiting discrimination (including harassment and retaliation) in employment, such as: (i) the Age Discrimination in Employment Act, the Older Laborer or Labor Providers Benefit Protection Act, and Executive Order 11141; (ii) Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 (42 U.S.C. § 1981), the Equal Pay Act, and Executive Order 11246; (iii) the Genetic Information Nondiscrimination Act; (iv) the Americans With Disabilities Act and Sections 503 and 504 of the Rehabilitation Act of 1973; (v) the National Labor Relations Act; (vi) the Occupational Safety and Health Act and the Mine Safety and Health Act; (vii) the Sarbanes Oxley Act; and (viii) state or local employment discrimination laws;
(2) federal, state or local laws regarding wages and hours, including laws regarding minimum wage, overtime compensation, wage payment, vacation pay, sick pay, compensatory time, commissions, bonuses, and meal and break periods wages, such as the Fair Labor Standards Act (FLSA) and state wage payment statutes;
(3) other employment laws, including: (i) the Family and Medical Leave Act; (ii) the Worker Adjustment and Retraining Notification Act (WARN); (iii) the Employee Retirement Income Security Act; and (iv) the Uniformed Services Employment and Reemployment Rights Act; and
(4) any common law theory, including breach of contract (expressed or implied), promissory estoppel, wrongful discharge, outrageous conduct, defamation, fraud or misrepresentation, tortious interference, invasion of privacy, negligent hiring or supervision, or any other claims based in contract, tort or equity.
For the avoidance of doubt, Employment Claims expressly include any claim by anyone that you or any other User has misclassified an employee as an independent contractor or has misclassified a nonexempt employee as an exempt employee (both terms as defined in the FLSA).
14. DISPUTE RESOLUTION. You acknowledge and agree that all Claims under or relating to this Agreement, including Employment Claims, shall be resolved solely and exclusively by binding arbitration pursuant to the “Dispute Resolution” Section of the Terms of Service. This Section does not prevent you from filing a charge or complaint with an administrative agency (such as the U.S. Equal Employment Opportunity Commission or the U.S. Securities and Exchange Commission), including a charge filed in order to exhaust administrative remedies, but in doing so you are waiving your right to recover any monetary or injunctive relief pursuant to such a charge, except to the extent that such relief is awarded by the arbitrator pursuant to this Section.
15. CHOICE OF LAW AND VENUE. Subject to the Dispute Resolution provisions of this Agreement, this Agreement and any Claim will be governed solely in accordance with applicable federal law and the laws of the State of Colorado, without regard to any state’s principles regarding choice of law. Subject to the Dispute Resolution provisions of this Agreement, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a state court in Boulder County or in a federal court in Denver County in the State of Colorado.
16. ENTIRE AGREEMENT. This Agreement, including the Terms of Service, constitutes the entire agreement and understanding between you and roster relating to the subjects addressed herein, and supersedes and replaces all prior agreements, negotiations, proposals, and discussions, whether written or oral. Although roster drafted this Agreement, including the Terms of Service and the Fees and Payment Agreement, you represent and agree that you have had sufficient time to consider them, and to consult with counsel regarding them, before signing this Agreement, and you waive the benefit of any principle of law requiring that ambiguities in a document be construed against the party that drafted the document.
17. MODIFICATIONS. We reserve the right, in its sole discretion, to amend this Agreement at any time, and from time to time, by posting amended versions on the Platform. We will give notice of any change to this Agreement by posting those changes in this Agreement, and such amendments shall take effect immediately upon being posted. Use of the Platform after the posting of an amended Agreement constitutes your acceptance of, and agreement to be bound by, the Agreement as amended. We also reserve the right to add, remove, or change Platform or the Services at any time, for any reason. As a courtesy to you and other Users, roster may elect to provide advance notice of any material changes to the Services or the Platform, but such advance notice is not required.
Effective as of November 17, 2019