Terms of Service – EaaS
Last Updated: May 14, 2019
Table of Contents
- Scope of Use
- Registration, Access, and Security
- Terms Specific to Workers
- Terms Specific to Workplaces
- Term and Termination
- User Information, user Generated Content, and Restrictions on Use
- No Warranties
- Copyright Infringement Notice
- Reviews, Comments, and Other Content
- Violation of Rules and Regulations; Disclosure of Information
- Limitation of Liability
- Third Party Sites
- No Fiduciary Relationship
- Right to Monitor
- Electronic Communications
- Governing Law and General Principles
- ARBITRATION AND CLASS ACTION
- WAIVER OF JURY TRIAL
- Jurisdiction, Venue, and Choice of Law
1. Scope of Use
Spur, Inc. and its affiliates, subsidiaries, agents, representatives, successors and assigns (collectively “Spur”, “we”, “us”, or “our”) provide the Site to you, the user of the Site (“you” or “your”) for your informational, noncommercial use, and subject to the Terms of Service. The use of this Site to evaluate whether to enter into a business relationship with Spur shall not constitute a commercial use of the Site. It is a violation of the Terms of Service for you to use the Site in violation of any laws and regulations or in violation of the rules of any Spur service providers. Certain other programs or services provided by Spur through linked websites or other channels may have additional terms and conditions that govern your use of those services, and nothing in these Terms of Service is intended to modify, limit, or otherwise impair such terms of service.
Spur is an employment services company in the business of providing full HR, benefits and payroll solutions for hourly workers to businesses. The Site is a web-based employment platform, which enables Workers and Workplaces to interact. “Workplaces” are individuals or business entities who employ Workers through Spur to perform services (such services, the “Jobs”). “Workers” are individuals employed by Spur for the purpose of performing one or more Jobs for one or more Workplaces. Workers and Workplaces together are hereinafter referred to as “users.”
As described later in these Terms of Service, when a Worker is engaged through Spur to perform a Job for a Workplace, the Worker shall at all times during such Job be an employee of Spur and shall not be an employee of the Workplace. The Workplace may not hire or terminate any Spur employee. Spur reserves the sole right to hire and fire Workers. The foregoing shall not limit the Workplace’s right, as herein provided, to terminate any Job. In the event Spur terminates a Worker during a Job, Spur shall use its reasonable best efforts to assist the Workplace in finding a replacement Worker.
Due to the nature of the Internet, Spur cannot guarantee the continuous and uninterrupted availability and accessibility of the Site. We may restrict the availability of the Site or certain areas or features thereof, in our sole discretion, including where we have determined that such restrictions are necessary to address capacity limits, the security or integrity of our servers, to carry out maintenance measures that ensure the proper or improved functioning of the Site or our required compliance with any law, regulation, or governmental agency mandate. The Site may also be affected by activities or events beyond our control, such as internet service provider outages or problems, fire, war, accident, act of God or act of terrorism. In addition, we may improve, enhance or modify the Site and introduce new services from time to time.
2. Registration, Access, and Security
If you use any Spur service and provide us any information through the Site, such as your name, social security number, previous work experience, education background, birthdate, criminal history, bank account information, credit card information, federal employment identification number, citizenship status, address, zip code, phone number, contact details, email address, and/or Your password (collectively, Your “User Information”) for any accounts associated with you (“Your Account(s)”), you agree to provide true, accurate, current, complete and up-to-date information. If you provide any information that is untrue, inaccurate, non-current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, non-current or incomplete, then we have the right to terminate or refuse any and all current or future access or use of the Site (or any portion thereof).
We reserve the right to take any action that we deem necessary to ensure the security of the Site and Your Account, including without limitation changing your password, terminating Your Account, or requesting additional information to authorize transactions on Your Account. You are solely responsible for keeping Your User Information and any security questions and responses associated with Your Account confidential. Anyone with knowledge of or access to Your User Information or the security questions and responses associated with Your Account can use that information to gain access to Your Account.
You are solely liable for any claims, damages, losses, costs or other liabilities resulting from or caused by any failure to keep Your User Information and the security questions and responses confidential, whether such failure occurs with or without your knowledge or consent. You must immediately notify us of any suspected or actual unauthorized access to or use of Your Account, your User Information, or any other breach of Your Account security. You hereby authorize and consent to the collection, storage, sharing, use, transfer and sale by Spur and its service providers, of any information and data related to or derived from your use of the Site.
You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Site. Spur reserves the right to change the access configuration of the Site at any time, without prior notice.
3. Terms Specific to Workers
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO CREATE AN EMPLOYMENT CONTRACT. YOU WILL BE AN EMPLOYEE “AT WILL” OF SPUR, WHICH MEANS THAT THE EMPLOYMENT RELATIONSHIP WITH SPUR MAY BE TERMINATED BY YOU OR BY US AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITHOUT NOTICE. JOBS ARE ACCEPTED WITH THE UNDERSTANDING THAT NO GUARANTEE OR PROMISE OF DURATION OF ASSIGNMENT IS GIVEN OR IMPLIED.
You acknowledge and agree that the Site is intended for use only by Workers who are able to enter into an employment relationship with Spur and, as an employee of Spur, to perform Jobs for Workplaces that engage the Worker through the Site. Your status as an employee of Spur is expressly contingent upon you not having any binding employment agreements from previous employers or other legal restrictions that would prevent you from becoming a Worker or otherwise accepting a Job with a Workplace, your proof of right to work in the United States, and our completion of a successful background investigation, which are generally completed prior to you being hired as an employee of Spur.
To qualify for certain Jobs, you may be required to successfully complete a more in-depth background investigation than the investigation we complete at your time of initial hire by Spur, or you may be required to provide the results of a negative drug screening or proof that you possess a specialized license, have undergone certain training, or hold other certifications, or you may be required to agree to certain confidentiality, non-solicitation, works-made-for-hire, or other restrictive covenant agreements with the Workplace. If you choose to apply for these Jobs, you are responsible for satisfying these additional requirements at your sole cost. Spur will not be responsible for any related expenses.
a. Our Relationship:
By accepting these Terms of Service, you agree that you are an at-will employee of Spur. During any Job with a Workplace, your relationship with that Workplace will be as a placed Worker of Spur (a “Placed Worker”), and not as an employee of the Workplace. As a result, you will not be entitled to any rights of an employee with respect to any Workplace.
You may not subcontract any Job, without the prior written consent of Spur and the Workplace that posted the Job.
As an employee of Spur, you acknowledge and agree to:
- complete any mandatory training that we may require from time to time,
- comply with all applicable work rules, dress codes, code of conduct, security measures, and other policies set forth in the Spur Employee Handbook or other policies adopted by Spur, which may be amended from time to time and will be made available to you on the Site,
- contact Spur regarding any complaints or concerns that you may have about a Job or Workplace or the actions or inactions of Workplace or Spur personnel, and
- provide services to any Workplace only pursuant to the Job that you have accepted and not to perform additional services for any such Workplace unless the prior written approval of Spur has been obtained or a new Job has been posted to our Site and properly accepted by you.
b. Employee Compensation and Benefits:
While the Workplace sets the actual hourly rate paid for a particular Job, Spur reserves the sole right to establish the total fees to be paid by a Workplace to Spur wages in connection with any Job, and assumes responsibility for deducting Spur’s fees and then paying the resulting wages to you when due, and withholding and depositing all unemployment compensation, income tax withholding and other payroll taxes and other withholdings from such amounts as required by law or contract. As your employer, Spur has the sole discretion to determine whether any employee benefits will be offered to you and the terms thereof. Any such employee benefits will at all times be subject to the terms and conditions set forth in the governing documents for such benefit, which may be modified or terminated, in our sole discretion, at any time. If you work enough hours through Jobs to be considered a “full-time employee” of Spur for purposes of the Affordable Care Act, Spur will be responsible for offering qualifying medical coverage to you.
You will not be entitled at any time to any benefits or perquisites offered by a Workplace, except where specifically agreed in writing between Spur and the Workplace in which event only the Workplace and not Spur shall be liable for the provision of the agreed-upon benefits or perquisites.
c. Liability Insurance:
Spur is responsible for maintaining workers’ compensation insurance for you, as required by law. We also purchase general liability, professional, and employment practices insurance that offers protection to us and to our workforce from certain claims.
As an integral part of maintaining a safe place to work, Spur retains the right to test employees for drug use, at Spur’s expense.
It is in the best interest of Workers and Workplaces that any injured employee returns to work as safely and as quickly as they are able, whether in a similar position or one that may, for the near term, be more suitable for that Worker, regardless of compensation. By agreeing to these Terms of Service, the Workplace commits to working with Spur and its “Back to Work” program in order to accomplish the swift and safe return of Worker to the Workplace to starting working again.
d. Restrictive Covenants/Confidentiality:
You hereby represent, covenant, and warrant that you are not covered by any restrictive covenant (“restrictive covenant”), including, but not limited to, a non-competition, non-solicitation, or non-disclosure agreement, that would prohibit your employment by Spur. You agree that you will not accept any Job that violates any restrictive covenant to which you are now, or may become, subject. You recognize that we do not have the ability and obligation to pre-screen or validate any information regarding any restrictive covenant to which you may be subject now or in the future, and that the compliance with any such restrictive covenant is your sole responsibility.
You recognize that during the course of your employment with Spur, you may be exposed or have access to Trade Secrets and Confidential Information, by Spur or a Workplace. The Trade Secrets and Confidential Information of Spur and each Workplace are the sole and exclusive property of Spur or such Workplace (as applicable). The disclosure of any Trade Secrets and Confidential Information to you shall not give you any license, interest or rights of any kind in or to the Trade Secrets or Confidential Information. You agree that all confidential information that you obtain from or about a Workplace while responding to or during a Job should not be communicated or otherwise shared with anyone, other than authorized personnel of that Workplace. In addition, your rate of pay and benefits with Spur are deemed confidential matters between you and Spur, and absent a compelling reason to the contrary, are not to be disclosed to third parties, including the personnel of any Workplace.
You agree to indemnify, defend, and hold Spur and each Workplace harmless from any suit, claim, or other expense arising out of or related to your violation or alleged violation of such restrictive covenant or the above confidentiality restrictions.
e. Job Posts, Frequency, and Pay Rates:
You acknowledge and agree that Workplaces are solely responsible for posting Jobs on the Site. Spur is not obligated to monitor the posting of Jobs, the source of Jobs, the number of Jobs posted, or their frequency. You agree that Workplaces solely control the posting and availability of Jobs in their discretion. Spur does not guarantee that any amount of Jobs will be made available to you through the Site, as availability is fully dependent on Workplace demand, which may drop off at any time for any reason.
The Workplace sets the hourly pay rate for Jobs booked through Spur. Spur requires that the Workplace satisfy the hourly minimum wage rates and overtime required by applicable federal, state or local law. Employees are entitled to overtime and premium pay under specific provisions of federal and state law based on the location of the Job being worked. We will not be held responsible for any issues or disputes that arise with respect to the Jobs posted on the Site. Additionally, Spur is not obligated to review or overturn a Workplace’s decision to reject a Worker’s offer to accept a Job or a Workplace’s rejection of a Worker, whether due to nonperformance, unsatisfactory performance, or other reasons, and Spur will not be held responsible for any such Workplace decisions.
Unless specifically provided in a Job posting or required by law, no special pay rate will be due if a Job is performed on a holiday.
You acknowledge and agree that Spur limits the number of hours that you may work in a day or work week. Our work day begins at 12:01 a.m. and ends at 12:00 midnight, and our work week begins at 12:00 a.m. each Monday and ends at 11:59 pm on the following Sunday, in the time zone in which the Job is being performed (or, if performed virtually or remotely, in the location of the Workplace’s headquarters).
f. Background Checks and Authorization and Release:
- Background Checks: We or our designated agents or representatives may request background information about you from a consumer reporting agency in connection with your request to use the Site for work purposes and/or your submission for certain Jobs through the Site. The Fair Credit Reporting Act (the “FCRA”) defines such a report, including investigative consumer reports as defined under the FCRA, as a “Consumer Report”, and all inquiries are limited to information that affects your performance of potential Jobs through our Site. All requests are conducted in accordance with applicable laws, including the FCRA. We use an outside agency for this screening: Inflection Risk Solutions, LLC d/b/a GoodHire P.O. Box 391403 Omaha, NE 68139, Phone: 1-888-906-7351 Fax: 650-362-1933. As a result, GoodHire may obtain one or more a Consumer Reports on you as a user of the Site.
- Authorization and Release: Pursuant to the United Stated Fair Credit Reporting Act, you hereby authorize Spur and its designated agents and representatives to conduct a comprehensive review of your background through a Consumer Report and/or an investigative consumer report to be generated for pre-screening as a Worker authorized to use our Site and as may be required to qualify for certain Jobs through our Site. By accepting these Terms of Service, you acknowledge and agree that you have carefully read and understand this disclosure for the procurement of Consumer Reports. You also understand that information contained in your profile or otherwise disclosed by you before or during your use of our Site, if any, may be used for the purpose of obtaining Consumer Reports and/or investigative consumer reports. By accepting these Terms of Service, you authorize law enforcement agencies, learning institutions (including public and private schools and universities), information service bureaus, credit bureaus, record/data repositories, courts (federal, state, local, or international), motor vehicle records agencies, your past or present employers, the military, and other individuals and sources to furnish any and all information about you that is requested by the consumer reporting agency. You certify the information that you provide in order for Spur or its designated agents or representatives to obtain a Consumer Report is true and correct and will be valid for any reports that may be requested by or on behalf of Spur.
You agree that certain Jobs may require that you satisfy additional background checks, in which case your application for such Job will be deemed to be your authorization to obtain any additional reports required by such Job.
f. Payment for Jobs Completed:
Once you have accepted a Job through the Site, you will be prompted to start and end the Job through the Site to record time worked. Final time review by the Workplace for all completed Jobs from the previous week must be performed by 5 pm the following Monday. Any time that is deemed incorrect can be disputed by either the Workplace or you. If the time entered is not disputed by either party by the following Tuesday at 5 pm, the Job is closed automatically, the Workplace will be responsible for Total Charges, and you will only be entitled to the amount of the agreed upon hourly rate multiplied by the hours recorded minus any withholdings applicable by law, contract or employee election. In limited cases, a Workplace may have a longer period of time for review, but only if set forth in a written agreement between the Workplace and Spur.
After you have indicated your completion of the Job, and after the Workplace has indicated its acceptance of your completion of such Job through the Site, funds shall be paid at least weekly via the Worker-elected payment method in the amount agreed upon at acceptance of the Job.
Enrollment in direct deposit is voluntary and is not a condition to hire or continued employment with Spur. Failure to enroll in direct deposit will not adversely affect the terms or conditions of your employment with Spur in any way. If you wish to enroll in direct deposit, you may select the financial institution that receives the deposit by timely completing the necessary information on the Site.
h. Ratings and Performance:
Workplaces have the option to rate Workers at the conclusion of a Job. The sole means of performance evaluation is in the rating system provided through the Site. We maintain the right to review performance or engage in any disciplinary action. Within a certain time frame after completing a Job, Workplaces can submit a rating (“Rating”) about you. Any Ratings reflect the opinion of the Workplace authorized user and do not reflect the opinion of Spur.
Within a certain time frame after completing a Job, you can submit a rating (also a “Rating”) about the Workplace. Any Ratings reflect the opinion of the Worker and do not reflect the opinion of Spur. Ratings by Workers and Workplaces must be fair, truthful, and factual.
Workers and Workplaces are prohibited from manipulating the Ratings system in any manner, such as instructing a Worker or Workplace to respond positively or negatively about another Worker or Workplace.
You hereby waive any suit, claim, or action against Spur for defamation, slander, libel, or any other tort related to or arising out of Spur’s re-publication of any Rating, and hereby agree to indemnify, defend, and hold Spur harmless for any suit, claim, or action arising out of your Rating of any Workplace.
i. Additional Warranties and Representations:
You hereby warrant, represent, and agree that, upon each acceptance of a Job:
- You are capable of completing the Job in accordance with the Job requirements as posted on the Site;
- The skills, experience, background, and other information contained in your profile is accurate and not misleading;
4. Terms Specific to Workplaces
If you are agreeing to these Terms of Service on behalf of a Workplace, you represent and warrant as follows:
You represent that you have the authority to bind the Workplace (whether a person or legal entity) to the Terms of Service and, in such event, “you” and “your” will refer and apply to that person or legal entity that serves as the Workplace.
While you are responsible for deciding the requirements of a Job, for determining the price to be paid for a Job (subject to Spur’s requirements) and supervising the performance of the Worker during the Job. Spur will at all times be the employer of the Worker performing the Job. As such, we are solely responsible for hiring, firing, and disciplining the Worker, processing time entries and resulting compensation of the Worker, providing employee benefits (if any) to the Worker, providing periodic or ongoing training to Workers, and conducting the overall evaluation of the Worker for purposes of determining whether he or she may continue to use our Site. Spur is the sole entity responsible for receiving complaints from Workers regarding Jobs or otherwise and for notifying Workers of the termination or change of their assigned Job. Workers are required to comply with the Spur Employee Handbook and other policies and procedures of Spur, as adopted from time to time and made available on our Site.
a. Tax Reporting & Payments:
The Workplace understands and agrees that Workers are employees of Spur. Spur will collect applicable and required tax withholding forms from each Worker. Spur assumes responsibility for paying such wages to the Worker when due, and withholding and depositing all payroll taxes and other withholdings from such amounts as required by law.
b. Employee Benefits and Withholding:
As the employer, Spur has the sole discretion to determine employee benefits that will be offered to a Worker and the terms thereof. A Worker will not be entitled at any time to any benefits or perquisites offered by a Workplace. You agree not to advise nor represent to any Worker that such Worker shall be covered by or may participate in, any employee benefit plan maintained by you or your affiliates.
c. I-9 & E-Verify:
As the employer, Spur verifies the identity and employment authorization of each Worker via Form I-9 and participation in E-Verify. Once a Worker completes Form I-9, Spur uses the E-Verify system to verify the identity and employment eligibility of newly hired Workers by electronically matching information provided by Workers on the Form I-9 against records available to the Social Security Administration (SSA) and the Department of Homeland Security (DHS).
Spur maintains appropriate general, umbrella, professional, crime, technology errors and omissions, and employment practices liability insurance. You may request a copy of Spur’s Certificate of Insurance by contacting Spur’s Legal Department at P.O. Box 107, Huntsville, Alabama 35804 or by email at [email protected].
Spur has calculated its rate for the services under these Terms of Service based upon a number of factors, including discounts for a safe place to work. Those discounts are based upon the Workplace’s adherence to OSHA protocols (see below) and other recommendations Spur may make relative to safety. If the Workplace is deemed at any time to be in breach of those recommendations, Spur retains the right to remove any discounts given for the maintenance of a safe place to work, either from the moment an infraction is noted or back to the inception of the Workplace’s agreement to these Terms of Service, in the sole discretion of Spur. All notices of infraction (and subsequent discount changes) will be reported to the Workplace in writing.
We do not provide any insurance coverage to Workplaces, such as general commercial, professional, or employment practices liability insurance, or workers’ compensation insurance.
e. Our Relationship:
By accepting the Terms of Service, you acknowledge that the relationship between you and Spur is an independent contractor relationship. Nothing in these Terms of Service shall be deemed to create any form of partnership, principal-agent, employer-employee, or co-employment relationship, or joint venture, between you, Spur or the Worker.
Spur is not a Professional Employer Organization as defined by the Internal Revenue Code and regulations promulgated thereunder.
You acknowledge that Workers are employees of Spur for the purposes of all federal, state and local employment laws. You agree, however, to the terms of indemnification described below under “Indemnity,” which would include your indemnification for any violation of employment laws by you or your personnel or other agents.
g. OSHA Compliance:
You represent and warrant that the physical location of any Job will comply with all applicable Occupational Safety and Health Administration (OSHA) regulations in effect at the time the Worker performs the Job. Except where prohibited by applicable law or where agreed in a separate written agreement signed by an officer of Spur, you agree to indemnify, defend, and hold Spur harmless from suits, claims, or other expenses arising out of a violation or alleged violation of any OSHA regulation arising out of any Job or your use of the Site, including but not limited to Spur’s attorney’s fees, court costs, or fines imposed by a government body. You further agree to allow a representative of Spur to conduct an on-site review of the premises where a Job is to be performed if Spur decides, in its sole discretion, that such a review is necessary or advisable. Should a safety incident occur at the Workplace, a designated Spur representative will conduct a site visit within forty-eight (48) hours of the incident to ensure all appropriate safety measures are in place to prevent a similar incident from reoccurring.
h. Job Acceptance:
The Workplace agrees that Workers control the acceptance of Jobs at their sole discretion. Spur does not guarantee any rate of acceptance of Jobs, that any particular Job will be accepted, or that any specific Worker will accept a Job, as acceptance of Jobs is fully dependent on the Workers.
i. Background Checks and Disclaimer of Warranty:
- **Background Checks:** We or our designated agents or representatives conduct background checks on all Workers from a consumer reporting agency in connection with their request to use the Site for work purposes. You hereby acknowledge that Spur checks the backgrounds of each Worker using a third-party background check service that includes, but is not limited to, a sex offenders registry check, county, state, federal and national criminal records check, and domestic and international terrorist watch list check. You acknowledge that, to the extent that Spur or its designated agent or representative conducts a background check, it does so only upon the Worker’s initial hire by Spur. Additional background checks for specific Job types will be conducted pursuant to a separate agreement between you and Spur as part of that Job’s credential requirement.
- Spur has its own internal minimum standards for Workers, which we apply to background checks performed. Our internal standards are proprietary and sensitive and may change from time to time. Our standards are intended to comply with federal law and to ensure a certain minimal level of qualification under Spur’s own criteria. However, Spur makes no representation that the Workers who satisfy Spur’s standards for background checks have never committed a crime, been arrested, experienced credit problems, filed for bankruptcy, or otherwise engaged in activities that you may deem unconducive to the Job or your Workplace.
j. Payments to Workers:
Once a Worker has accepted a Job through the Site, the Worker will be prompted to start and end the Job on the Site to record time worked. After the Worker has completed the Job and indicated such completion, we will process and pay the Worker based on the Job fee agreed upon between the Worker and Workplace at acceptance of the Job. Payment will be made on a weekly basis.
By accepting these Terms of Service, the Workplace agrees that the rate to be paid per hour by the Workplace, less our portion of such fees, will comply with all applicable federal, state and local minimum wage laws. This means that the minimum hourly compensation to be paid to a Worker (after deduction of our fees) by a Workplace shall be $7.25 per hour, unless applicable minimum wage laws require a higher hourly compensation, in which case the higher hourly compensation will be the minimum hourly compensation paid to a Worker (after deduction of our fees).
k. Hourly Rate, Payment Method, and Payment Processing Errors:
- **Hourly Rate:** The Workplace sets the hourly pay rate for jobs booked through Spur, provided that, as described above, the wage paid to the Worker (after deduction of Spur’s fee) must satisfy our minimum rate requirements and the applicable federal, state and local minimum wage and other applicable laws. The Worker will start and end each Job via the Site. Final review of all time worked for the previous week must be completed by deadlines set by Spur, which are subject to change with appropriate notice. Any shifts not disputed by the Workplace by 5 pm Tuesday will pay as scheduled on Friday of that week to the Worker and the Workplace is liable for these charges. If the time entered is not disputed by either party, the Job is closed automatically, the Workplace will be responsible for Total Charges, and the Worker will only be entitled to the amount of the agreed upon hourly rate multiplied by the hours recorded minus taxes and Spur Admin costs and any withholdings applicable by law, contract or election. In limited cases, a Workplace may have a longer period of time for review, but only if set forth in a written agreement between the Workplace and Spur.
- **Overtime** If a Worker works over forty (40) hours in a single job for a single Workplace during a single pay period, said Workplace will be charged one and one-half times (1.5x) of the hourly rate for the Job (including Spur’s fee).
- **Payment Method:** The Workplace agrees to pay Spur automatically by automated clearing house (ACH) payment. When you use ACH payment method, Spur may verify the payment method by authorizing a nominal amount, not to exceed one dollar ($1), or a similar sum in the payment method’s local currency. When you add a payment method during account creation, we will automatically save that payment method to Your Account so it can be used for future transactions. Please note that payment methods involve the use of third-party payment service providers. Your payment method may be subject to additional terms and conditions imposed by the applicable third-party payment service provider. Please review these terms and conditions before using a payment method. You authorize the third-party to store your payment method information and charge your payment method as outlined in these payments terms. If your payment method account information changes (e.g., account number, routing number, expiration date) it is your responsibility to update the information in order to continue use of the Site. You are solely responsible for the accuracy and completeness of your payment method information. Spur is not responsible for any loss suffered by you as a result of incorrect payment method information provided by you.
- **Payment Processing Errors:** We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting (as appropriate) the same payment method used for the original payment by you, so that you end up paying the correct amount.
l. Ratings and Performance:
Workplaces have the option to rate Workers at the conclusion of a Job. The sole means of performance evaluation is in the rating system provided through the Site. We maintain the right to review performance or engage in any disciplinary action with respect to any Worker. Within a certain time frame after completing a Job, Workplaces can submit a Rating about the Worker. Any Ratings reflect the opinion of the Workplace authorized user and do not reflect the opinion of Spur. Within a certain time frame after completing a Job, a Worker can submit a Rating about the Workplace. Any Ratings reflect the opinion of the Worker and do not reflect the opinion of Spur. Ratings by Workers and Workplaces must be fair, truthful, and factual.
Workers and Workplaces are prohibited from manipulating the Ratings system in any manner, such as instructing a Worker or Workplace to respond positively or negatively about another Worker or Workplace.
You hereby waive any suit, claim, or action against Spur for defamation, slander, libel, or any other tort related to or arising out of Spur’s re-publication of any Rating, and, except where prohibited by applicable law or otherwise agreed in writing signed by an officer of Spur and you, you hereby agree to indemnify, defend, and hold Spur harmless for any suit, claim, or action arising out of your Rating of any Worker.
m. Additional Warranties and Representations:
As the Workplace, you warrant, represent, and agree that:
- The Job as described on the Site is a fair and accurate presentation of the work that you wish to have performed by the Worker;
- You have provided any necessary descriptions, instructions, schedules, and specification to the Worker in the Job posting on the Site;
- Any descriptions of the form and scope of the desired Job are reasonably accurate;
- The pay rate specified in the Job acceptance is correct and acceptable to the Workplace;
- All Jobs posted by you comply with applicable federal, state, and local international law; and
- You will cooperate with us to comply with all legal requirements that apply to our employment relationship with the Workers, including but not limited to providing a reasonable accommodation under the Americans with Disabilities Act (ADA) and preventing unlawful harassment and cooperating in the investigation of and non-retaliation for any allegation of unlawful harassment.
5. Term and Termination
Subject to earlier termination as provided below, these Terms of Service is for the “Initial Service Term” as specified in the order form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate these Terms of Service upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of these Terms of Service and fails to cure such breach within thirty (30) days of notice from the non-breaching party. Workplace will pay in full for the services provided by Workers up to and including the last day on which the Worker’s provide services to the Workplace. All sections of these Terms of Service which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. User Information, User Generated Content, and Restrictions on Use
You acknowledge that Spur has the right and obligation to pre-screen or validate the User Information that Users of the Site submit in connection with establishing a profile or account with Spur or any content submitted to Spur or posted on our Site (“User Generated Content”). You are solely responsible for providing accurate, current and complete information in connection with any User Information or User Generated Content that you publish to the Site or make available through a Job, and you represent and warrant that you have all necessary rights to submit such User Information or User Generated Content to us.
To market our Sites, Services, and mobile applications, we may use the information you provide in your profile, such as your name, picture, the date you created your account, your employment and/or education history, previous Jobs that you have completed or submitted, ratings of other users, and self-description in our marketing materials to third parties.
You agree not to use this Site for any use other than the business purposes for which it was intended. You agree not to take any of the following actions with respect to the Site or any server providing hosting to the Site, User Information, or User Generated Content. You agree not to use the Site to upload, post, email, distribute, transmit, link, solicit, or otherwise make available any content or use the Site in any manner that:
- uploads or transmits any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other form of solicitation, commercial or otherwise;
- decompiles, uses reverse engineering, disassembles, derives the source code of or decrypts the Site or server hosting the Site;
- manipulates or otherwise displays the Site by using framing, mirroring or similar navigational technology or directly links to any portion of the Site other than the main homepage located at SpurJobs.com;
- uses any robot, spider, scraper or other automatic or manual means to access the Site or copies any content or information on the Site;
- removes, obscures, or alters any proprietary notices (including any notice of copyright or trademark) of Spur or its affiliates, partners, suppliers or the licensors;
- modifies, adapts, improves, enhances or makes any derivative work from the Site;
- disables, overburdens, impairs or otherwise interferes with or interrupts the Site or any hardware, software, system or network connected with the Site;
- probes, scans, or tests the vulnerability of or breach the authentication measures of the Site or any related networks or systems;
- interferes with any other party’s use and enjoyment of the Site;
- infringes the copyright, trademark or any proprietary rights or discloses a trade secret or confidential information in violation of a confidentiality or non-disclosure agreement;
- compiles, uses, downloads or otherwise copies any User Information or any portion thereof, or transmits, provides or otherwise distributes (whether or not for a fee) such information to any third party;
- is fraudulent, malicious or unlawful, unauthorized or contains defamatory or illegal information, images, materials or descriptions;
- promotes or provides instructions for illegal activities;
- encourages any conduct that would constitute a criminal offense or that gives rise to civil liability;
- disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware;
- attempts to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means;
- accesses systems, data or information not intended by Spur to be made accessible to you;
- disseminates employee information (such as social security numbers) that would be prohibited by applicable law, if such dissemination had been done by Spur; or
- otherwise violates any applicable federal, state, or local law.
8. No Warranties
ALL CONTENT ON THE SITE IS PROVIDED TO YOU ON AN “AS-IS,” “AS-AVAILABLE” BASIS AND SPUR EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SPUR MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, CURRENCY OR RELIABILITY OF ANY CONTENT AVAILABLE THROUGH THE SITE. YOU ARE RESPONSIBLE FOR VERIFYING ANY INFORMATION BEFORE RELYING ON IT. USE OF THE SITE IS AT YOUR SOLE RISK. SPUR MAKES NO REPRESENTATIONS OR WARRANTIES THAT USE OF THE SITE WILL BE UNINTERRUPTED, COMPLETELY SECURE OR ERROR-FREE. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THE SITE IS FREE OF VIRUSES, WORMS, OR OTHER “MALWARE.”
All trademarks, service marks and logos that are used or displayed on the Site are owned by Spur. You must obtain Spur’s written permission prior to using any trademark or service mark of Spur. Unauthorized use of any trademarks, service marks or logos used on the Site may be a violation of state, national and international trademark laws. Additionally, Spur’s custom icons, graphics, logos and scripting on the Site may be covered by trademark, trade dress, copyright or other proprietary right law, and may not be copied, modified or used, in whole or in part, without the prior written permission of Spur.
10. Copyright Infringement Notice
It is Spur’s policy to remove data or content that violates applicable copyright law. Pursuant to § 512 of Title 17 of the United States Code, Spur has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with the law. To file a copyright infringement notification with us, you will need to send a written communication to Spur’s Legal Department, listed below, containing substantially the following information or such other information as may be required by 17 U.S.C. § 512(c)(3):
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
- information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
- a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please direct any such notice to Spur’s Legal Department at P.O. Box 107, Huntsville, Alabama 35804 or by email at [email protected]
The foregoing contact information is for use solely with notice of copyright infringement and you may not receive a response to any other communications, feedback, comments, or requests for technical support delivered to the foregoing address or email.
11. Reviews, Comments, and Other Content
If you post any User Generated Content, including, but not limited to, reviews, comments, photos, statements, ideas, or questions to the Site, you acknowledge and agree that all such User Generated Content shall comply with the Terms of Service and you may not use any fake or “dummy” e-mail address or otherwise impersonate any other person or entity, or otherwise mislead as to the origin of such User Generated Content.
Unless we indicate otherwise, you grant Spur an unlimited, worldwide, perpetual, irrevocable, enterprise-wide, sub-licensable, transferable, and royalty-free license to use your User Generated Content on any media and in any form. If you provide any names or user names in connection with such User Generated Content, you grant Spur all right, title, and interest to that name or user name. You represent and warrant that all User Generated Content that you submit or post complies with any guidelines or rules of the United States Federal Trade Commission, including, but not limited to, 16 C.F.R. Part 255 regarding truth-in-advertising and disclosure requirements. You represent and warrant that all User Generated Content that you submit to the Site is accurate, truthful, and non-deceptive, and that you possess evidence to back up any and all claims made in such User Generated Content. You further represent and warrant that you own or otherwise have the legal authority the proprietary rights to the User Generated Content that you submit or post to the Site and that, except where prohibited by applicable law or otherwise agreed in writing signed by an officer of Spur and you, you will indemnify, defend, and hold Spur harmless for all claims and/or lawsuits resulting from your posting or submission of User Generated Content.
Spur reserves the right to modify the Site and the rules and regulations governing its use, at any time, including, without limitation, these Terms of Service. Modifications will be posted on the Site and the “Last Updated” date at the top of this web page will be revised. You understand and agree that if you use this Site after the date on which the Terms of Service have changed, Spur will treat your use as acceptance of the updated Terms of Service. Spur may make changes in the services described in the Site at any time.
13. Violation of Rules and Regulations; Disclosure of Information
- disclose any information as Spur deems necessary to satisfy any applicable law, regulation, legal process or governmental request; or
- edit, refuse to post or to remove any information or materials, in whole or in part, as applicable, in Spur’s sole discretion.
In addition and cumulative to any indemnification obligations otherwise provided herein and except where prohibited by applicable law or otherwise agreed in writing signed by an officer of Spur and you, you agree to indemnify, hold harmless, and defend Spur and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, that are incurred by an Indemnified Party (collectively, “Losses”), arising out of or related to any third-party claim (including the claim of any other user) that arises out of your breach of any warranty, representation, or agreement contained in these Terms of Service by you or your officers, directors, employees, agents, affiliates, successors, or permitted assigns. Notwithstanding anything in these Terms of Service, an Indemnified Party may select its own legal counsel to represent its interests.
15. Limitation of Liability
YOU UNDERSTAND AND AGREE THAT SPUR WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO OR USE OF THE SITE OR THE PERFORMANCE OR CONDUCT OF THE WORKER OR WORKPLACE DURING A JOB, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING BUT NOT LIMITED TO: (A) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY LAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITE; (B) ANY ACTION TAKEN IN CONNECTION WITH THE COPYRIGHT(S) OR OTHER INTELLECTUAL PROPERTY OWNERS; (C) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY; (D) RELIANCE BY ANY PARTY ON ANY CONTENT OBTAINED THROUGH USE OF THIS SITE; (E) THE FAILURE OF ANY WORKER TO PERFORM ANY JOB TO THE WORKPLACE’S SATISFACTION; (F) THE FAILURE OF ANY WORKPLACE TO PAY ANY AGREED-UPON AMOUNT; OR (G) WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, THEFT OR DESTRUCTION OF, OR UNAUTHORIZED ACCESS TO THE SITE, OR RELATED INFORMATION OR PROGRAMS, THAT ARISE IN CONNECTION WITH: (1) MISTAKES OR OMISSIONS IN, OR DELAYS IN TRANSMISSION OF, INFORMATION TO OR FROM THE USER; (2) INTERRUPTIONS IN TELECOMMUNICATIONS CONNECTIONS TO THE SITE; OR (3) VIRUSES.
OUR TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES WILL BE LIMITED TO THE AMOUNT YOU HAVE PAID FOR THE USE OF THE SITE, IF ANY, AND IF YOU HAVE PAID NO AMOUNT, THEN $50. YOU ALSO ACKNOWLEDGE AND AGREE THAT YOU HAVE VIEWED OR USED THE SITE WITH A FULL UNDERSTANDING OF THE LIMITATION OF OUR LIABILITY IN THESE TERMS OF SERVICE. BY ACCESSING THE SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Where applicable law does not allow exclusions of liability for certain types of damages or where otherwise agreed in writing by an officer of Spur and you, some of the above limitations may not apply to you. In such cases, Spur’s liability will be limited to the fullest extent permitted by applicable law and any such written agreement.
16. Third Party Sites
17. No Fiduciary Relationship
Except to the extent set forth in writing signed by an officer of Spur and you, there is no fiduciary relationship between you and us. The Terms do not create any relationship of principal and agent, partnership, joint venture, or in the case of a Worksite employer-employee, between you and us. You may not enter into any contract on our behalf or bind us in any way.
18. Right to Monitor
19. Electronic Communications
When you visit the Site or Site or send email to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by email, sending you messages through the Site, or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Service.
- Operation from the United States: This Site is operated by Spur from its offices within the United States of America (“U.S.”). Spur makes no representation that the information in the Site or the Site is appropriate or available for use in other non-U.S. locations, and access to the Site from territories where the contents of the Site may be illegal is prohibited. Those who choose to access this Site or the Site from other non-U.S. locations do so on their own initiative and are responsible for compliance with applicable local laws.
- Severability: If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Service and will not affect the validity and enforceability of any remaining provisions.
- Assignment: You may not assign, transfer, sublicense, or delegate these Terms of Service and your rights and obligations hereunder without Spur’s prior written consent. Any assignment, transfer, sublicense, or delegation in violation of the of this paragraph will be null and void. Spur may, without restriction assign, transfer or delegate these Terms of Service and any rights and obligations hereunder, at its sole discretion, with thirty (30) days prior notice.
- Waiver: Spur’s failure to enforce the strict performance of any provision of these Terms of Service will not constitute a waiver of Spur’s right to subsequently enforce such provision or any other provisions of these Terms of Service. A waiver or consent given by Spur on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any other right on any other occasion.
- Time Limitations on Claims and Remedies: You agree that any claim you may have arising out of or related to your use of the Site, or your relationship with Spur, must be filed within one year after such claim arose; otherwise, your claim is permanently barred. In any action or proceeding to enforce rights under these Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees. You agree that any violation, or threatened violation, by you of these Terms of Service constitutes an unlawful and unfair business practice that will cause us irreparable and unquantifiable harm. You also agree that monetary damages would be inadequate for such harm and consent to our obtaining any injunctive or equitable relief that we deem necessary or appropriate. These remedies are in addition to any other remedies we may have at law or in equity.
- Notices: Any notices or other communications to Workers and/or Workplaces permitted or required under these Terms of Service will be in writing and given by Spur via Site notifications, except to the extent that another method is required by law or agreed in writing signed by an officer of Spur and you. All notices under these Terms of Service to Spur must delivered to 3414 Governors Dr. SW, Suite 220, Huntsville, AL 35805 and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- Entire Agreement: Except as they may be supplemented by additional terms and conditions, policies, guidelines or standards, these Terms of Service constitute the entire agreement between Spur and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between Spur and you in relation to the access to and use of the Site (except to the extent that a separate written agreement provides otherwise and is both signed by an officer of Spur and you and specifically provides that it supersedes any conflicting terms in these Terms of Service).
- Publicity: The parties shall work together in good faith to issue at least one mutually agreed upon press release within ninety (90) days of Workplace’s agreement to these Terms of Service, and Workplace otherwise agrees to reasonably cooperate with Spur to serve as a reference account upon request providing customer experience feedback and / or testimonials if requested.
21. ARBITRATION AND CLASS ACTION
Any dispute, controversy, or claim arising out of, relating to, or in connection with your use of the Site, the contents of the Site, these Terms of Service, or in the case of a Worker your employment by us, including the breach, termination, or validity thereof, shall be finally resolved by binding arbitration before the American Arbitration Association using its Commercial Arbitration Rules (except where prohibited by law). The site of such arbitration shall be Huntsville, Alabama. The arbitrator shall have the power to rule on any challenge to its own jurisdiction or to the validity or enforceability of any portion of the agreement to arbitrate. To the maximum extent permitted by law, you agree to arbitrate solely on an individual basis, and acknowledge and agree that these Terms of Service do not permit class arbitration or any claims brought as a plaintiff or class member in any class, representative, or collective arbitration proceeding. To the maximum extent permitted by law, you agree that the arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. You agree that notwithstanding the tribunal’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the tribunal has no power to rule on the validity or enforceability of the agreement to arbitrate solely on an individual basis. You agree that in the event the prohibition on class arbitration is deemed invalid or unenforceable by a court of competent jurisdiction, then the remaining portions of this arbitration agreement will remain in full force and effect. Judgment on any award may be entered by any court having competent jurisdiction, and you specifically agree and waive objection and hereby submit to the jurisdiction of the state and federal courts in Madison County, Alabama. The provisions of this paragraph notwithstanding, you agree that we may seek temporary or preliminary injunctive relief against you prior to arbitrating any dispute, controversy, or claim as necessary to protect our interests in the enforcement of these Terms of Service without waiving the arbitration provisions of these Terms of Service.
22. WAIVER OF JURY TRIAL
SEPARATE AND APART FROM THE FOREGOING ARBITRATION PROVISION, AND IN ADDITION TO SUCH PROVISION, YOU IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT YOU HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE, THE TRANSACTIONS CONTEMPLATED HEREIN, OR IN THE CASE OF A WORKER YOUR EMPLOYMENT BY SPUR. YOU CERTIFY AND ACKNOWLEDGE THAT YOU HAVE CONSIDERED THE IMPLICATIONS OF THIS WAIVER, YOU HAVE MADE THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND THAT WE WERE INDUCED TO ENTER INTO THESE TERMS OF SERVICE BY, AMONG OTHER THINGS, THE WAIVER AND CERTIFICATIONS IN THIS PARAGRAPH.
23. Jurisdiction, Venue, and Choice of Law
SEPARATE AND APART FROM THE FOREGOING ARBITRATION PROVISION, AND IN ADDITION TO SUCH PROVISION, you agree that any legal suit, action, or proceeding arising out of or relating to these Terms of Service, the transactions contemplated hereby, or in the case of a Worker your employment by Spur, that for any reason is not submitted to arbitration (or in the event the arbitration provision is stricken from this agreement) shall only be instituted in the state or federal courts located in Madison County, Alabama, and you irrevocably submit to the exclusive jurisdiction of such courts in any suit, action, or proceeding not covered by the arbitration provision set out above. The provisions of this paragraph do not alter, amend, or supersede the requirement that you submit any dispute, controversy, or claim arising out of or related to these Terms of Service, the transactions contemplated herein, or in the case of a Worker your employment by Spur, to binding arbitration as spelled out above.
By using the Site, regardless of where you live or are located in the world, you consent to these Terms of Service and any claims relating to the information, services or products made available through this Site or, in the case of a Worker, your employment by us, will be governed by the laws of the State of Delaware, U.S., excluding the application of its conflicts of law rules.