THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. SECTION 1.13 AND SECTION 1.14 OF THIS DOCUMENT CONTAIN A BINDING ARBITRATION PROVISION THAT REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS (RATHER THAN JURY TRIALS OR CLASS ACTIONS) AND LIMITS THE TIME PERIOD WITHIN WHICH YOU MAY BRING A CLAIM AGAINST US.
hivemind.zone SERVICE TERMS AND CONDITIONS
Last Modified: [August 1, 2022]
1. Terms and Conditions Applicable to all Service Engagements and Use of the Website.
1.1 Acceptance of this Agreement.
These hivemind.zone Service Terms and Conditions are entered into by and between you (acting in your capacity as an individual or an employee or other representative of your company or other entity, if applicable), and Hivemind.Zone, Inc. (“hivemind”, "we" or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, the "Agreement"), govern your access to and use of our portal available at [INSERT WEBSITE ADDRESS] (the “Website”), including any content, functionality, and services offered on or through the Website. Please read this Agreement carefully before you start to use the Website. By using the Website or by clicking to accept or agree to this Agreement, you accept and agree to be bound by this Agreement and our Privacy Notice, found at [INSERT WEBSITE ADDRESS]/privacy (“Privacy Policy”), incorporated herein by reference. If you do not want to agree to this Agreement or the Privacy Policy, you must not access or use the Website. This Agreement also incorporates, for any User using the Gig Worker Services, the Company Terms of Service in Section 2, and for any User supplying the Gig Worker Services, the Gig Worker Terms of Service. This Agreement shall remain in full force and effect until terminated as set forth in this Agreement.
1.2 Changes to These Terms.
We reserve the right to change this Agreement at any time upon notice. We may give notice by posting the updated Agreement on the Website or by any other reasonable means. You can review the most current version of this Agreement at any time at [INSERT WEBSITE ADDRESS]/terms. The Agreement in effect at the time of your use of the Website apply. Updated Agreement are binding on you with respect to your use of the Website on or after the date indicated in the updated Agreement. If you do not agree to the updated Agreement, you must stop using the Website. Your continued use of the Website after the date of the updated Agreement will constitute your acceptance of the updated Agreement.
1.3 Accessing the Website.
We reserve the right to withdraw or amend this Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users. To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on, or in connection with, the Website is correct, current, and complete. You consent to all actions we take consistent with our Privacy Policy with respect to all information you provide to this Website, including but not limited to through the use of any interactive features on the Website (“User Submissions”). If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. If you are an entity, you may disclose your user name and password to your employees with a need to know this information to use the Website on your behalf. You must ensure that all such employees that are authorized by you to access and use the Website are aware of and comply with this Agreement. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Website or portions of it using your user name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activities that occur under your account. You accept all risks of unauthorized access of your account. We may disable any user name, password, or other identifier, whether chosen by you or provided by us, at any time, in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
1.4 Confidential Information.
You agree to treat as strictly confidential and proprietary any information or materials that may be disclosed to you through your use of, or access to, the Website. You also agree that neither you nor your authorized representatives will disclose to anyone, directly or indirectly, any such confidential or proprietary matters, or use them other than as permitted under this Agreement. All documents that we prepare or which you may be given access to through the Website shall be deemed the property of hivemind.zone and shall remain subject to confidentiality obligations under this Agreement. Under no circumstances shall any such information or material be disclosed to any third party without hivemind.zone’s prior written consent.
1.5 Use of Information Provided by You.
We can use User Submissions to contact you about your request to become an agent of hivemind.zone and about our products or services. We will use User Submissions in accordance with our Privacy Policy. You acknowledge, represent and agree that any User Submission is submitted voluntarily, and that your User Submission does not establish a relationship between you and us. You grant hivemind.zone and its sublicensees a worldwide, royalty-free, non-exclusive, transferable, perpetual and irrevocable license to use, distribute, transmit, reproduce, modify, publish, translate, publicly perform and display and create derivative works of your User Submissions, except as otherwise prohibited by applicable law or this Agreement. You waive any right to compensation of any type for your User Submissions. You represent and warrant that you have all the rights necessary to grant the rights in this Section 1.5 and that use of User Submissions by us does not violate any law. You may not upload to, distribute, or otherwise publish through the Website any content that is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable, or that may constitute or encourage a criminal offense, violate the rights of any party or that may otherwise give rise to liability or violate any law. In our sole discretion, at any time, for any reason, and without further notice to you, we may monitor, censor, edit, move, delete, and remove any Website content and any content transmitted by direct messaging or by any other method to or from your user account.
1.6 Intellectual Property Rights.
The Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by hivemind.zone, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Website without our prior written consent. The hivemind.zone name, the hivemind.zone logo, and all related names, logos, product and service names, designs, and slogans are trademarks of hivemind.zone or its affiliates or licensors. You must not use such marks without the prior written permission of hivemind.zone. Any other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners. Under no circumstances will you acquire any ownership rights or other interest in any such marks or content on this Website by or through your use of the Website.
1.7 Permitted Uses.
i) General. You represent and warrant that (1) you are at least 18 years of age; (2) you have full power and authority to agree to this Agreement; (3) you are not located in, under the control of, or a national or resident of any country subject to sanctions by the United States; (4) you have not been placed on the U.S. Department of Commerce’s Denied Persons List; (5) you are not identified as a “Specially Designated National” by the United States government; and (6) you will not access the Website if you have previously been prohibited from doing so or if any laws prohibit you from doing so. We do not intend for the Website to be used by persons or entities in countries or jurisdictions that require us to obtain a registration or license. If you are in such a country or jurisdiction, you are not authorized to and agree that you will not use the Website.
ii) Restrictions. You may use the Website and contents made available on the Website only for lawful purposes and in accordance with this Agreement. You agree not (a) to use the Website or contents made available on the Website in any way that violates any applicable federal, state, local, or international law or regulation, (b) use the Website or contents made available on the Website for any unauthorized, fraudulent, or malicious purpose, (c) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Website, or which, as determined by us, may harm hivemind.zone or users of the Website or expose them to liability, (d) use the Website in any manner that could disable, overburden, damage, or impair the site, (e) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website, (f) to access systems, data or information not intended by us to be made accessible to a user, (g) to obtain or attempt to obtain any materials or information through any means not intentionally made available by us; (h) modify copies of any contents or materials made available from the Website; (i) distribute the contents or materials made available on the Website in violation of this Agreement; (j) to use the Website for any use other than the purpose for which it was intended; (k) use any robot, spider, or other automatic device, process, or means to access the Website for any purpose, including monitoring or copying any of the material on the Website; (l) use any manual process to monitor or copy any of the material on the Website or for any other unauthorized purpose without our prior written consent; or (m) to impersonate or attempt to impersonate hivemind.zone, an hivemind.zone employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing). For example, you will not use the Website in connection with money laundering or the financing of terrorism.
1.8 Reliance on Information Posted.
The information presented on or through the Website is made available solely for general information purposes, and does not constitute any type of advice, whether financial, legal, investment, accounting, tax or otherwise. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. The content on this Website is updated frequently, including based on interaction with users of the Website, but the Website’s content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
1.9 Links from the Website.
If the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
1.10 Disclaimer of Warranties.
YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE hivemind.zone, NOR ANY PERSON ASSOCIATED WITH hivemind.zone, MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE OR INFORMATION MADE AVAILABLE ON THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER hivemind.zone NOR ANYONE ASSOCIATED WITH hivemind.zone REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, SECURE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. TO THE FULLEST EXTENT PROVIDED BY LAW, hivemind.zone HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
1.11 Limitation of Liability.
TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL hivemind.zone, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES RELATED TO YOUR USE, OR INABILITY TO USE, THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, THE RECEIPT OR PROVISION OF THE SERVICES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. THE AGGREGATE LIABILITY OF hivemind.zone TO YOU FOR ALL CLAIMS AND DAMAGES RELATED TO THIS AGREEMENT, THE SERVICES, YOUR USE OR INABILITY TO USE THE WEBSITE, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE WEBSITE OR SUCH OTHER WEBSITES, OR ANY DISPUTE BETWEEN THE PARTIES WILL NOT EXCEED THE TOTAL FEES PAID TO hivemind.zone BY COMPANY IN THE SIX MONTHS PRECEDING THE DATE GIVING RISE TO THE CLAIM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, LOSS, OR LIABILITY FROM INTENTIONAL ACTS (INCLUDING FRAUD, FRAUDULENT MISREPRESENTATION, AND FAILURE TO DISCLOSE DEFECTS), PRODUCT LIABILITY, OR FOR DEATH OR PERSONAL INJURY. NOTHING IN THIS SECTION 1.11 WILL BE INTERPRETED AS EXCLUDING LIABILITY THAT CANNOT UNDER APPLICABLE LAW BE EXCLUDED IN THOSE JURISDICTIONS. IF YOU LIVE, OR ARE OTHERWISE SUBJECT TO THE LAWS IN ONE OF THOSE JURISDICTIONS, ANY STATUTORY ENTITLEMENT AVAILABLE TO YOU WILL BE DEEMED LIMITED TO THE EXTENT (IF AT ALL) PERMISSIBLE UNDER THAT LAW, AND, IF LIMITATION IS NOT PERMITTED, THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION 1.11 MAY NOT APPLY TO YOU.
1.12 Indemnification.
You shall indemnify, defend and hold harmless hivemind.zone, including its parent, subsidiaries, directors, officers, members, owners, and employees, from any third-party claims and resulting liability, including attorneys’ fees, judgments, penalties, fines, expenses, court costs, and amounts paid in arising out of or relating to (a) your violation of this Agreement or your use of the Website, (b) any User Submission made by you, or (c) your violation of any other party’s rights or applicable law. The foregoing indemnification provision shall in all instances be deemed to be subordinate to any third-party insurance coverage that may cover all or any portion of any indemnified claim. As a condition precedent to indemnification, we will inform you within thirty (30) days after we receives notice of any claim, loss, liability, or demand for which we seek indemnification from you; and we will cooperate in the investigation and defense of any such matter.
1.13 Arbitration and Governing Law.
YOU WILL SUBMIT ANY DISPUTES ARISING FROM, OR RELATED TO, THIS AGREEMENT, THE SERVICES, OR OF USE OR THE WEBSITE, AND ANY DISPUTES BETWEEN THE PARTIES, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, TO FINAL AND BINDING ARBITRATION UNDER THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIATION APPLYING TEXAS LAW. THE SEAT OR LEGAL PLACE OF ARBITRATION WILL BE DALLAS, TEXAS. YOU AGREE TO ARBITRATE IN YOUR INDIVIDUAL CAPACITY ONLY – NOT AS A REPRESENTATIVE OR MEMBER OF A CLASS – AND YOU EXPRESSLY WAIVE ANY RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS-ACTION BASIS. FURTHERMORE, UNLESS YOU AND hivemind.zone AGREE IN WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OF CLASS PROCEEDING. ALL ARBITRATION PROCEEDINGS ARE CONFIDENTIAL, UNLESS BOTH YOU AND hivemind.zone AGREE OTHERWISE. ARBITRATION ORDERS AND AWARDS REQUIRED TO BE FILED WITH APPLICABLE COURTS OF COMPETENT JURISDICTION ARE NOT CONFIDENTIAL AND MAY BE DISCLOSED BY THE PARTIES TO SUCH COURTS. A PARTY WHO IMPROPERLY DISCLOSES CONFIDENTIAL INFORMATION WILL BE SUBJECT TO SANCTIONS. THE ARBITRATOR AND FORUM MAY DISCLOSE CASE FILINGS, CASE DISPOSITIONS, AND OTHER CASE INFORMATION AS REQUIRED BY A COURT ORDER OF PROPER JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the State of Texas, without giving effect to its conflict of laws provisions.
1.14 Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO ANY THIS AGREEMENT, THE SERVICES, OR OF USE OR THE WEBSITE, AND ANY DISPUTES BETWEEN THE PARTIES, INCLUDING DISPUTES ARISING FROM OR CONCERNING THEIR INTERPRETATION, VIOLATION, INVALIDITY, NON-PERFORMANCE, OR TERMINATION, MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
1.15 Electronic Notice and Signature.
You agree and consent to receive electronically all communications, agreements, documents, receipts, notices and disclosures (collectively, “Communications”). We may provide these Communications to you by posting them via the Website, by emailing them to you at the email address you provide, or by sending an SMS or text message to a mobile phone number that you provide. You should maintain copies of all Communications. You may contact us through email at help@hivemind.zone if you have any questions regarding any Communication. You further consent and agree that your use of a key pad, mouse or other device to select an item, button, icon or similar act while using the Website, or in accessing or making any transactions regarding any agreement, acknowledgment, consent, terms, disclosures or conditions, constitutes your signature, acceptance, and agreement as if actually signed by you in writing. Further, you agree that no certification authority or other third party verification is necessary to establish the validity of your electronic signature, and that the lack of such certification or third party verification will not affect the enforceability of your signature or any resulting contract between you and us.
1.16 Geographic Restrictions.
The owner of the Website is based in the state of Texas in the United States. We provide this Website for use only by persons located in the United States. We make no claims that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
1.17 Force Majeure.
When certain circumstances beyond your or our control arise, we both will be temporarily relieved from performing our obligations under this Agreement. The parties to this Agreement will not be responsible for any delay or failure to perform any obligation under this Agreement for a reasonable period due to labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar event beyond the parties’ reasonable control.
1.18 Assignment.
You may not transfer any rights you have under this Agreement unless we give you approval. This Agreement and any rights or obligations hereunder may not be transferred or assigned by you unless you follow the provisions in this Section. In order to assign this Agreement to a successor after an acquisition of your company or substantially all of your assets, a merger, or another change in majority ownership of your company, you must provide written notice to hivemind.zone Attn: Legal, 111 E. 17th Street, Suite 12307, Austin , Texas 78701 or via email to help@hivemind.zone that includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, (f) a statement indicating the manner in which your company was acquired, (g) the name and contact information of the acquiror, and (h) the effective date of such change in ownership. If hivemind.zone does not object via email within thirty (30) days of receipt of notice, then the assignment is permissible, provided in both cases that such notice is properly addressed. No other assignments are valid without hivemind.zone’s prior written consent, which can be requested via email or letter at the above addresses. Any other attempted transfer or assignment will be null and void.
1.19 Severability.
If any provision of this Agreement is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions of this Agreement will continue in full force and effect. To the extent any provision of this Agreement is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or unenforceability of such provision in one jurisdiction will not in any way affect the legality, validity, or enforceability of that or any other provision in any other jurisdiction.1.20 Survival.
After this Agreement terminate, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions related to arbitration, audits, intellectual property, non-circumvention, indemnification, fees, reimbursements, and limitations of liability each contemplate performance or observance after this Agreement terminates. The termination of this Agreement for any reason will not release you or hivemind.zone from any obligations incurred prior to termination of this Agreement or that may accrue related to any act or omission prior to such termination.
2. Company Terms of Service – Terms and Conditions Applicable to Companies Receiving Gig Worker Services.
This Section 2 (Company Terms of Service) applies to any Company (as such term is defined below) receiving Gig Work Services.
2.1 Scope of Services.
Upon Company’s request, hivemind.zone shall recruit, screen, and supply qualified individuals, freelancers, gig workers or independent contractors (“Gig Workers”) to Company on a temporary independent contractor basis (“Gig Worker Services”). Gig Worker Services are collectively referred to as “Services” throughout this Agreement. The parties acknowledge and agree that hivemind.zone’s duty to provide Services is subject to the availability of qualified Gig Workers, and hivemind.zone cannot guarantee the outcome or performance of Gig Workers placed with Company on a temporary or direct hire basis.
2.2 Independent Contractor.
This Agreement creates an independent contractor relationship between Company and hivemind.zone. hivemind.zone is not and will not become an employee, employer, partner, agent, or principal of the Company or any successor while this Agreement is in effect. Neither party has any right, authority, or duty to act for the other party, except as otherwise specified in this Agreement.
2.3 Administration of Services.
Company shall notify hivemind.zone of its freelancing and gig worker needs for which the Company request Services, and hivemind.zone will use commercially reasonable efforts consistent with industry standards to source Gig Workers that meet the Company’s personnel needs. With respect to each open position for which the Company has provided notice, Company shall specify: (i) the specialty or type of personnel needed and the required qualifications, (ii) the location to which the Gig Workers will be assigned, (iii) the anticipated length of the assignment, including shift times, duration, and whether the position is temporary or direct hire, and (iv) any training or other requirements. The dates, terms of service, and other relevant information for each selected Gig Workers will be specified in writing and delivered to Company prior to the commencement of each assignment (“Confirmation of Assignment”). If the Confirmation of Assignment conflicts with the terms of this Agreement, this Agreement will prevail.
i) Selection of Gig Workers. Company acknowledges that it is solely responsible for making the selection decision with respect to Gig Workers presented by hivemind.zone.
ii) Company Duties. With respect to the Gig Workers providing Gig Worker Services, Company shall: (i) provide a safe work site, (ii) provide appropriate information, training, and equipment for the handling of any hazardous substances or conditions, (iii) provide equipment necessary for the performance of assigned duties, (iv) conduct any required training and orientation; (v) be solely responsible for the supervision and management of the Gig Workers.
iii) Assignment Restrictions. Company shall use Gig Workers only for the specific need requested and shall not alter the job duties described in the Confirmation of Assignment when Gig Workers are providing Gig Worker Services.
iv) Discipline. Company shall notify hivemind.zone of any problems or disciplinary situations involving Gig Workers providing Gig Worker Services within forty-eight (48) hours after the occurrence, to the extent possible. The parties agree to cooperate fully in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve such Gig Workers. In addition, the parties shall promptly notify one another of the initiation of any complaint, investigation, or review with or by any licensing or regulatory authority or other organization that relates, directly or indirectly, to any such Gig Workers.
2.4 Contract Gig Worker Services, Fees, and Invoices.
The specific positions and service lines subject to this Agreement, and the fees that Company shall pay with respect to Gig Workers selected by Company, are described in the online form submitted by Company through the Website. The parties acknowledge and agree that the rates may increase because of legal or regulatory changes, the qualifications required for the position, the availability of qualified individuals, and other market conditions.
i) Invoices for Contract Freelancing Services. Unless otherwise agreed to in writing by the parties: (a) hivemind.zone will invoice Company for Services provided under this Agreement on a weekly basis based on a work week that begins on Sunday and ends the following Saturday, and (b) Company shall pay all fees by the hivemind.zone-designated payment portal within fifteen (15) days of receipt of invoice without deduction or setoff. Invoices will be supported by the pertinent time sheets or other agreed upon system for documenting time worked and submitted by the Gig Workers and approved on a weekly basis by Company. All costs, travel, and administrative fees that have been pre-approved by the Company in writing, if any, will be billed weekly as incurred.
ii) Disputed Invoices. If a portion of any invoice is disputed, Company shall pay the undisputed portion of the invoice by the due date and notify hivemind.zone of the disputed amount and the reasons for Company’s objection. The parties will then work together to resolve the disputed portion of the invoice. If Company fails to provide such notice within thirty (30) days after the receipt of the invoice or fails to pay the undisputed portion of the invoice, then the original invoice Is deemed payable in full and Company waives its right to dispute the invoice.
2.5 Termination.
This Agreement may be terminated: (i) by either party upon sixty (60) days written notice to the other party, (ii) by either party in the event a material breach by the other party is not cured within thirty (30) days after written notice of such breach has been delivered to the other party, or (iii) by written mutual agreement of the parties.
i) Effect of Termination. Termination of this Agreement shall not release or discharge either party from any obligation, debt, or liability which has previously accrued and remains to be performed upon the date of termination. Gig Workers that have started their assignment under Freelancing Services will continue to work until the completion of the assignment’s duration, and Company shall continue to pay hivemind.zone for the work of these Gig Workers until each assignment is completed or earlier terminated as permitted under this Agreement. Assignments that have been scheduled, but not yet started as of the date of notice of termination, will be cancelled, unless otherwise agreed in writing.
2.6 Compliance.
i) Non-Discrimination. With regard to the assignment and treatment of Gig Workers, neither party will discriminate on the basis of race, religion, color, national origin, sex, age, disability, veteran status, sexual orientation, nor any other class or characteristic protected under applicable law. The parties shall not condone or permit any illegal harassment or inappropriate conduct towards, or committed by, the Gig Workers, and shall cooperate in any investigation of such harassment or conduct. The parties further agree that they will not engage in illegal retaliation against Gig Workers.
ii) Laws and Regulations. Each party shall comply, and cause its employees and subcontractors to comply, with all provisions of federal and local laws that are applicable to the party’s business operations in connection with this Agreement, including applicable rules and regulations of all governmental agencies having jurisdiction over the provision of Services under this Agreement.
2.7 Non-Solicitation; Non-Competition.
After termination of this Agreement, the Company shall not solicit hivemind.zone employees or Gig Workers provided to the Company by hivemind.zone while this Agreement is in effect and during the one-year period immediately following termination of this Agreement. Additionally, During the term of this Agreement and for one year after expiration or termination of this Agreement, Company shall not (a) engage or aid in unfair competition with hivemind.zone, or influence or attempt to influence any Gig Workers to divert their business away from hivemind.zone; (b) impair or interfere with the business of hivemind.zone by disrupting its relationships with Gig Workers; or (c) disparage hivemind.zone or its affiliates or their products or services.
2.8 Indemnification.
In addition to the indemnity obligations set forth in Section 1.12, each party (“Indemnifying Party”) shall indemnify, defend and hold harmless the other party (“Indemnified Party”), including each party’s respective parent, subsidiaries, directors, officers, members, owners, and employees, from any third-party claims and resulting liability, including judgments, penalties, fines, expenses (including reasonable attorneys’ fees), court costs, and amounts paid in settlement, incurred by reason of bodily injury or death or property damage to the extent caused by the negligent acts or omissions of the Indemnifying Party or its personnel. Additionally, Company shall indemnify, defend and hold hivemind.zone harmless from any claim brought by a Gig Worker against hivemind.zone for employee benefits, compensation or claims covered by workers’ compensation insurance (except to the extent the claim is caused by hivemind.zone’s failure to pay the Gig Worker fees as set forth in this Agreement).
2.9 Confidential Information.
Both parties may be given access to or acquire information which is proprietary or confidential to the other party and its affiliated companies, clients, and customers. Any and all non-public, propriety or confidential information obtained by either party shall be deemed to be confidential and proprietary information. Both parties agree to hold such confidential information in strict confidence and not to disclose such information to third parties or to use such information for any purposes whatsoever other than the exercising of a party’s rights, or performance of its obligations, under this Agreement.
2.10 Intellectual Property.
i) Work Product. Company will have all right, title and interest, including worldwide ownership of copyright and patent rights, in and to the Work Product. “Work Product” means all intellectual property, including inventions, software and works of authorship, that are created solely and specifically for Company in the course of provision of the Services to Company by Gig Workers. hivemind.zone hereby irrevocably assigns and will cause Gig Workers to irrevocably assign, to Company without further consideration all right, title and interest in and to such Work Product, including patent, copyright, trade secret and other intellectual property rights therein. To the extent permitted by applicable law, hivemind.zone hereby unconditionally and irrevocably waives any moral rights (or other similar rights however denominated in a jurisdiction) otherwise exercisable with respect to the Work Product.
ii) Pre-Existing IPR. Any intellectual property rights held by a party as of the effective date of this Agreement and any assignment of Gig Workers (“Pre-Existing IPR”) will remain vested in such party. No right to Pre-Existing IPR is granted to the other party except any expressly granted in this Agreement.
3. Gig Worker Terms of Service – Terms and Conditions Applicable to Gig Workers Providing Services.
This Section 3 (Gig Worker Terms of Service) applies to any Gig Workers providing Gig Work Services to Company.
3.1 Services.
hivemind.zone hereby engages you, and you hereby accept such engagement, as an independent contractor to provide certain Gig Worker Services to Company on the terms and conditions set forth in this Agreement and any online order submitted by a Company describing the Services.
i) hivemind.zone does not and shall not control or direct the manner or means by which you or your employees or contractors perform the Services, including but not limited to the time and place you perform the Services.
ii) Company shall provide you with access to its premises, materials, information, and systems to the extent necessary for the performance of the Services. Unless otherwise specified, you shall furnish, at your own expense, the materials, equipment, and other resources necessary to perform the Services.
iii) You shall comply with all third-party access rules and procedures communicated to you in writing by hivemind.zone or Company, including those related to safety, security, and confidentiality.
3.2 Fees and Expenses.
As full compensation for the Services and the rights granted to hivemind.zone and Company in this Agreement, hivemind.zone shall pay you the fees described in the online form submitted by hivemind.zone through the Website, payable on completion of the Services to the Company’s satisfaction. You acknowledge that you will receive an IRS Form 1099-NEC from Company or hivemind.zone, and that you shall be solely responsible for all federal, state, and local taxes.
i) Unless agreed in writing by the Company, you are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall hivemind.zone reimburse you for any such costs or expenses.
ii) hivemind.zone shall pay all undisputed Fees within thirty (30) calendar days after hivemind.zone’s receipt of the fees paid by the Company to hivemind.zone upon completion of the Services as set forth in this Agreement.
3.3 Relationship to the Parties.
You are an independent contractor of hivemind.zone and Company, and this Agreement shall not be construed to create any association, partnership, joint venture, employment, or agency relationship between you and hivemind.zone for any purpose. You have no authority (and shall not hold yourself out as having authority) to bind hivemind.zone and you shall not make any agreements or representations on hivemind.zone’s behalf without hivemind.zone’s prior written consent.
i) Without limiting the terms of this Section 3.3, you will not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by hivemind.zone to its employees, and hivemind.zone will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including for unemployment or disability, or obtaining workers' compensation insurance on your behalf. You shall be responsible for and shall indemnify hivemind.zone against, all such taxes or contributions, including penalties and interest. Any persons employed or engaged by you in connection with the performance of the Services shall be your employees or contractors and you shall be fully responsible for them and indemnify hivemind.zone against any claims made by or on behalf of any such employee or contractor.
3.4 Intellectual Property Rights.
All results and proceeds of the Services performed by you under this Agreement (collectively, the "Deliverables") and all other writings, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, and materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, modified, conceived, or reduced to practice by you in the course of performing the Services for Company (collectively, and including the Deliverables, "Work Product"), and all patents, copyrights, trademarks (together with the goodwill symbolized thereby), trade secrets, know-how, and other confidential or proprietary information, and other intellectual property rights (collectively "Intellectual Property Rights") therein, shall be owned exclusively by Company. You acknowledge and agree that any and all Work Product that may qualify as "work made for hire" as defined in the Copyright Act of 1976 (17 U.S.C. § 101) is hereby deemed "work made for hire" for Company and all copyrights therein shall automatically and immediately vest in Company. To the extent that any Work Product does not constitute "work made for hire," You hereby irrevocably assign to Company and its successors and assigns, for no additional consideration, your entire right, title, and interest in and to the Work Product and all Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof.
i) To the extent any copyrights are assigned under this Section 3.4, you hereby irrevocably waive in favor of Company, to the extent permitted by applicable law, any and all claims you may now or hereafter have in any jurisdiction to all rights of paternity or attribution, integrity, disclosure, and withdrawal and any other rights that may be known as "moral rights" in relation to all Work Product to which the assigned copyrights apply.
ii) You shall make full and prompt written disclosure to hivemind.zone of any inventions or processes, as such terms are defined in 35 U.S.C. § 100, that constitute Work Product, whether or not such inventions or processes are patentable or protected as trade secrets. You shall not disclose to any third party the nature or details of any such inventions or processes without the prior written consent of hivemind.zone. Any patent application for or application for registration of any Intellectual Property Rights in any Work Product that you may file during the Term or within one year thereafter will belong to Company, and you hereby irrevocably assign to Company, for no additional consideration, your entire right, title, and interest in and to such application, all Intellectual Property Rights disclosed or claimed therein, and any patent or registration issuing or resulting therefrom.
iii) Upon the request of hivemind.zone or Company, during and after the Term, you shall promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, and provide such further cooperation, as may be reasonably necessary to assist Company to apply for, prosecute, register, maintain, perfect, record, or enforce its rights in any Work Product and all Intellectual Property Rights therein. In the event Company is unable, after reasonable effort, to obtain your signature on any such documents, you hereby irrevocably designate and appoint Company as your agent and attorney-in-fact, to act for and on your behalf solely to execute and file any such application or other document and do all other lawfully permitted acts to further the prosecution and issuance of patents, copyrights, or other intellectual property protection related to the Work Product with the same legal force and effect as if you had executed them. You agree that this power of attorney is coupled with an interest.
iv) Notwithstanding the other terms of this Section 3.4, to the extent that any of your pre-existing are incorporated in or combined with any Deliverable or otherwise necessary for the use or exploitation of any Work Product, you hereby grant to Company an irrevocable, worldwide, perpetual, royalty-free, non-exclusive license to use, publish, reproduce, perform, display, distribute, modify, prepare derivative works based upon, make, have made, sell, offer to sell, import, and otherwise exploit such preexisting materials and derivative works thereof. Company may assign, transfer, and sublicense such rights to others without your approval.
v) You shall require each of your employees and contractors to execute written agreements containing obligations of confidentiality and non-use and assignment of inventions and other work product consistent with the provisions of this Section 3.4 prior to such employee or contractor providing any Services under this Agreement.
3.5 Confidential Information.
You acknowledge that you will have access to information that is treated as confidential and proprietary by hivemind.zone or Company including without limitation the existence and terms of this Agreement, trade secrets, technology, and information pertaining to business operations and strategies, customers, pricing, marketing, finances, sourcing, personnel, or operations of hivemind.zone, Company, their affiliates, or their suppliers or customers, in each case whether spoken, written, printed, electronic, or in any other form or medium (collectively, the "Confidential Information"). Any Confidential Information that you access or develop in connection with the Services, including but not limited to any Work Product, shall be subject to the terms and conditions of this clause. You agree to treat all Confidential Information as strictly confidential, not to disclose Confidential Information or permit it to be disclosed, in whole or part, to any third party without the prior written consent of hivemind.zone or Company in each instance, and not to use any Confidential Information for any purpose except as required in the performance of the Services. You shall notify hivemind.zone and Company immediately in the event you become aware of any loss or disclosure of any Confidential Information. Confidential information shall not include information that (a) is or becomes generally available to the public other than through your breach of this Agreement; or (b) is communicated to you by a third party that had no confidentiality obligations with respect to such information. Nothing herein shall be construed to prevent disclosure of Confidential Information as may be required by applicable law or regulation, or pursuant to the valid order of a court of competent jurisdiction or an authorized government agency, provided that the disclosure does not exceed the extent of disclosure required by such law, regulation, or order. You agree to provide written notice of any such order to an authorized officer of the Company within five (5) days of receiving such order, but in any event sufficiently in advance of making any disclosure to permit hivemind.zone or Company (as applicable) to contest the order or seek confidentiality protections, as determined in the hivemind.zone’s or Company’s (as applicable) sole discretion
3.6 Indemnification.
In addition to the indemnity obligations set forth in Section 1.12 above, you shall defend, indemnify, and hold harmless hivemind.zone, Company and their affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from your acts or omissions; (b) your breach of any representation, warranty, or obligation under this Agreement; or (c) a claim that the Deliverables or Work Product provided by you infringe or misappropriate the Intellectual Property Rights of a third party. hivemind.zone may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.
3.7 Representations and Warranties.
You represent and warrant to hivemind.zone that, (a) you have the right to enter into this Agreement, to grant the rights granted herein, and to perform fully all of your obligations in this Agreement, (b) your entering into this Agreement with hivemind.zone and your performance of the Services do not and will not conflict with or result in any breach or default under any other agreement to which you are subject, (c) you have the required skill, experience, and qualifications to perform the Services, you shall perform the Services in a professional and workmanlike manner in accordance with best industry standards for similar services, and you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner, (d) you shall perform the Services in compliance with all applicable federal, state, and local laws and regulations, including by maintaining all licenses, permits, and registrations required to perform the Services, (e) Company will receive good and valid title to all Work Product, free and clear of all encumbrances and liens of any kind, and (f) all Work Product is and shall be your original work (except for material in the public domain or provided by Company or hivemind.zone) and does not and will not violate or infringe upon the intellectual property right or any other right whatsoever of any person, firm, corporation, or other entity.
3.8 Termination.
You or hivemind.zone may terminate this Agreement without cause upon thirty (30) days' written notice to the other party to this Agreement. In the event of termination pursuant to this clause, hivemind.zone shall pay you on a pro-rata basis any fees then due and payable for any Services completed in accordance with the terms of this Agreement up to and including the date of such termination. You or hivemind.zone may terminate this Agreement, effective immediately upon written notice to the other party to this Agreement, if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of such breach.
i) Upon expiration or termination of this Agreement for any reason, or at any other time upon the hivemind.zone’s written request, you shall promptly after such expiration or termination (a) deliver to hivemind.zone or Company (as applicable) all Deliverables (whether complete or incomplete) and all materials, equipment, and other property provided for your use by hivemind.zone or Company, (b) deliver to hivemind.zone or Company (as applicable) all tangible documents and other media, including any copies, containing, reflecting, incorporating, or based on the Confidential Information, (c) permanently erase all of the Confidential Information from your computer systems and (d) certify in writing to hivemind.zone that you have complied with the requirements of this clause.
3.9 Remedies.
In the event you breach or threaten to breach Section 3.4, 3.5 or 3.7 of this Agreement, you hereby acknowledge and agree that money damages may not afford an adequate remedy and that hivemind.zone or Company (as applicable) shall be entitled to seek a temporary or permanent injunction or other equitable relief restraining such breach or threatened breach from any court of competent jurisdiction without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages, or other available forms of relief.
3.10 Third Party Beneficiary.
Company shall be considered a third-party beneficiary of this Section 3 and shall be entitled to directly enforce its rights against you without the participation or approval of hivemind.zone.