TALENT TERMS AND CONDITIONS
Effective as of the date You accept these Talent Terms and Conditions ("Terms") by clicking the "I Agree" button indicating Your electronic signature, these Terms govern the rights and obligations of You - together with any employees, independent contractors, agents, or others acting on Your behalf ("Talent Technicians") (collectively referred to as "Talent" or "You") - and Yoss, LLC ("Yoss") in connection with Your registration and use of the Yoss online platform (the "Yoss Platform") and Your performance of specified services ("Services") You accept to perform for third parties as an independent contractor pursuant to accepted project orders ("Projects") presented to You through the Yoss Platform by such third parties ("Buyers") whom utilize the Yoss Platform to identify and contract with Talents such as You.
What is the Yoss platform?
The Basics. The Yoss Platform is an online marketplace that connects Talents such as you with potential Buyers. The Yoss Platform permits You to accept Projects with Buyers and assists to facilitate the transaction of specified Services for such Buyers in exchange for compensation. Yoss does not join contracts between Talents and Buyers and is not bound by any agreement between Talents and Buyers, regardless of whether Yoss receives any sort of compensation in connection with a Talent-Buyer transaction. Talents are not employees of Yoss, and Yoss serves solely as a platform to assist with the facilitation of transactions as described herein. You may join the Yoss Platform by creating a Yoss account and accepting these Terms.
Rights in the Yoss platform. The Yoss Platform is a proprietary platform owned and operated by Yoss. You acknowledge that Yoss has expended significant effort and resources to promote its trademarks and its business and to create the Yoss Platform, user interface, and network. You further acknowledge that Yoss owns all right, title, and interest in its trademarks, the Yoss Platform, user interface, and network, including without limitation all intellectual property rights and other proprietary rights. You agree not to copy, reproduce, modify, publish, transmit, or distribute in any way content found on the Yoss Platform without Yoss's prior written consent or use the Yoss Platform other than in strict compliance with these Terms.
Changes to the Yoss platform. Yoss reserves the right to modify, suspend, or discontinue the Yoss Platform at any time without notice to You, and likewise, Yoss may modify, suspend, or discontinue Your account at any time in its sole discretion, with or without notice to You. Yoss will not be liable to You or to any third party should it exercise any such rights.
Use of the Platform. Subject to these Terms, your use of the Yoss Platform shall be considered to be a non-exclusive, limited, non-transferable, freely revocable right only. Yoss reserves all rights not expressly granted herein. Yoss may terminate these provisions or rights at any time for any reason or no reason. Yoss may, without prior notice, make changes, correction or improvements to the Yoss Platform and/or its services; stop providing the Yoss Platform and/or its services, to you or to users generally; or create usage limits for the Yoss Platform and/or its services. Yoss may permanently or temporarily terminate or suspend your access to the Yoss Platform and/or Yoss's services without notice and liability for any reason, including if in Yoss's sole determination you violate any provision of these Terms, or for no reason. Upon termination for any reason or no reason, you continue to be bound by these Terms.
Eligibility to Use the Yoss Platform.
Eligibility. In order to register, access, or use the Yoss Platform, You must be an adult over eighteen (18) years of age in good standing with Yoss. By agreeing to these Terms, You acknowledge that You meet the eligibility requirements for access to and use of the Yoss Platform and that You will not accept any Project unless You meet the eligibility criteria of that Project.
Prohibited Actions. By utilizing the Yoss Platform, You agree that you will not engage in any of the following prohibited actions: (i) engage in any conduct that violates these Terms or Yoss policies or that is immoral, unethical, commercially unreasonable, or beyond the intended use of the Yoss Platform; (ii) unless you have confirmed in writing that the applicable fee is paid by Buyer to Yoss as set forth in the Buyer terms and conditions, attempt to circumvent the Yoss Platform by attempting to obtain work with any of the Buyers through alternative means outside the Yoss Platform after learning of or communicating with such Buyer through the Yoss Platform (or circumventing the Yoss Platform by actually obtaining work with a Buyer whom you learned of or began communicating with as a result of your use of the Yoss Platform); (iii) provide false information, or information that Yoss is unable to verify or authenticate; (iv) engage in any conduct that may result in unauthorized financial loss or legal liability for Yoss, its Buyers, Talents, or You (including but not limited to if You become subject to a lien, garnishment, or other legal proceeding which may limit the ability for Buyer payments for Services to be paid to You); (v) assign or transfer your account or provide log-in credentials to any unauthorized user; or (vi) attempt to use the Yoss Platform when you are ineligible to do so or for any improper purpose. Engaging in any prohibited action or other conduct Yoss determines to be unacceptable may result in account termination as well as loss in good standing with Yoss and other appropriate legal action.
Documents and Information You Provide to Yoss.
Account Creation and Security. You will be required to create an account to utilize the Yoss Platform, and, by doing so, you agree to keep any user identification, password, and any other confidential information properly secured in a commercially reasonable manner and confidential. You agree that You will not share a Yoss Platform account with anyone else and will follow Yoss's rules and the law in all respects. You agree to (1) choose a strong and secure password, (2) keep Your password secure and confidential, and (3) not transfer any part of Your account. You are responsible for any activity on or through Your account. You must immediately report to Yoss any misuse or unauthorized activity.
Information Collected. You may provide information including personal information to Yoss or the Yoss Platform during registration or in the course of Your use of the Yoss Platform (including but not limited to information communicated in a public message area or through any email feature). These Terms incorporate the Yoss Privacy Statement available at https://www.yoss.com/html/license/privacy_us.html, which describes how we collect, use, share, and store Your personal information. By agreeing to these Terms, You also agree to the terms of the Yoss Privacy Statement, which may be modified from time to time. Other than personal information as described in Yoss's Privacy Statement, all data derived or collected by Yoss from any user of the Yoss Platform, including but not limited to statistical information, IP addresses, or other relevant data, shall belong to Yoss and You agree that Yoss shall have the right to use such data as it determines in its sole discretion.
Prior to accepting any Project, You agree to provide Yoss a duly executed IRS Form W-9 and such other tax documentation as Yoss requests. You agree to notify Yoss of any workers' compensation, general liability, or other insurance You carry that would apply to Your performance of Services and to submit to Yoss current Certificate(s) of Insurance evidencing such insurance.
Accuracy of Information Provided. You acknowledge that Yoss and Buyers may rely on the information you provide, including but not limited to in determining whether to route prospective Projects to You. Thus, You agree to provide only complete and accurate information in all respects. You agree Yoss may seek to verify any information in its sole discretion. You understand and agree that Yoss's inability to verify such may result in termination of Your access to the Yoss Platform and/or other appropriate legal action. You agree that Yoss shall not be liable for its inability to verify any information You provide. You agree that you are solely responsible for providing accurate and complete information and acknowledge that Yoss acts only as a conduit for the online distribution and publication of Your information.
Permission to Share Information. By providing information to Yoss or the Yoss Platform and/or submitting to background checks, drug testing, or other verifications, You consent to Yoss sharing this information on the Yoss Platform and with Buyers to facilitate the purpose of the Yoss Platform and these Terms. To accomplish this purpose, and subject to the Privacy Statement, You hereby grant Yoss a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) right to use such information and exercise all rights You have in such information in any media now known or not currently known. Other than personal information as defined in the Yoss Privacy Statement, all data derived or collected by Yoss from any user of the Yoss Platform (including but not limited to statistical information, aggregated information, IP addresses, or other relevant data) shall belong to Yoss and its Buyers, and You agree that Yoss and its Buyers shall have the perpetual right to use such data as they determine in their sole discretion (even if You terminate Your account or cease use of the Yoss Platform). You acknowledge that by using the Yoss Platform (and by submitting your information) You are sending data to Buyers and their agents over which Yoss has no control.
Use of the Yoss platform.
Your Profile and the Matching Process. You may set up Your profile to include information about Yourself, which will be used in conjunction with criteria entered by the Buyers for purposes of identifying certain, potential Talents to Buyers in whom Buyers may be interested. You acknowledge that You may be required to submit to background tests, drug tests, or other checks, tests, or review processes in order to be considered by certain Buyers for Projects. You understand and agree that Buyers may also rate You following your provision of Services or otherwise from time to time and that such rating is in the sole discretion of the Buyer (and that Yoss has no responsibility or liability with regard to such ratings). You acknowledge and agree that Yoss is the provider of a marketplace only, does not guarantee your profile will be viewed by Buyers, and is not responsible for any Buyer actions, omissions, or decisions. Yoss does not guarantee any visibility, Buyer interest, or Projects as a result of Your use of the Yoss Platform.
Receiving Prospective Projects. Through the Yoss Platform, You may elect to accept to perform certain Services specified in Projects that Buyers may route to You or that you otherwise negotiate with Buyers. Each prospective Project may specify, if applicable, the following Buyer-supplied terms regarding the Services to be performed thereunder upon Your acceptance: (i) general location of Services to be performed; (ii) a description of the Services to be performed, including any specific instructions; (iii) the compensation offered in exchange for satisfactory performance of the Services as well as any applicable payment terms including but not limited to milestones to receive payment, conditions of payment, etc.; (iv) the date and time for the performance of the Services; and (v) the Buyer's standard operating procedures, including any "Flow-Through Provisions" a Buyer requires as a condition to accepting a Project, performing the Services, and receiving Buyer's approval for payment to You.
Responding to Prospective Projects. Upon receiving a prospective Project, You will have the option to review the Buyer-supplied information contained therein and can either accept, reject, counter, or ignore any prospective Project made available to You in your sole discretion, or You may provide a quote or application to the Buyer if requested in the Project.
Accepting Projects. You agree that You will not accept or apply to any Projects unless You have the skill required to perform the Services specified in the Project and unless you can and intend in good faith to successfully complete the Project on the agreed upon terms. Yoss shall not be required to provide You with training or instruction of any kind, as Yoss is simply the provider of a marketplace for Talents and Buyers to connect. You further represent and warrant that You hold all business licenses and other licenses or permits required to perform the Services you intend to provide and to complete any Project that You accept or to which you apply. You represent that You are not prohibited by any other agreement or understanding from working for any Buyer for which You apply to or accept a Project. Your application to or acceptance of a Project indicates Your agreement to comply with all of the terms and requirements of that Project and to properly perform the Services as specified in that Project.
Non-Circumvention. You acknowledge that the Yoss Platform may provide You opportunities to access Projects or Buyers and to perform Services to which You would not otherwise have had access. Thus, unless you confirm in writing the applicable fee will be paid by Buyer to Yoss as set forth in the Buyer terms and conditions for such, you agree that you will not attempt to circumvent the Yoss Platform by attempting to obtain work with any of the Buyers through alternative means outside the Yoss Platform after learning of or communicating with such Buyer through the Yoss Platform (or circumventing the Yoss Platform by actually obtaining work with a Buyer whom you learned of or began communicating with as a result of your use of the Yoss Platform).
Performance. By accepting a Project, You agree to properly perform the Services as specified in the Project to the satisfaction of the Buyer.
Equipment, Parts, Tools, and other Information. Except as otherwise expressly stated in a Project, You will provide any and all equipment, tools, parts, and other information that You require to complete the Services in any Project You accept. For clarity, in no event will Yoss provide You with equipment, tools, parts, or information required to complete Services. In the event a Buyer provides you with any tools, equipment, materials, parts, software, passwords, valuables, confidential materials, or other information, You agree to properly use and safeguard such and to immediately return any such to such Buyer at the end of a Project or upon their request if sooner made. Your failure to do so shall be deemed a breach of these Terms which may lead to termination of Your access to the Yoss platform in addition to any other remedies Yoss or the Buyers may have.
Manner of Work. You have the right to determine the manner for completing any Services specified in Projects You accept, subject to any specific instructions given by the Buyer or otherwise contained in the Project. Yoss is a facilitator of a marketplace only and does not supervise or control Your work for Buyers.
Modification of Services. You agree not to provide any services or perform any work not described in a Project (including but not limited to performing a different type of work, performing services at a different location, performing services on different dates, times, or durations, or otherwise performing work other than as specified in a Project). You agree to update the relevant Project and receive approval in the Project from the Buyer prior to performing any requested services that differ from those set forth in the Project.
Payment for Satisfactorily Completed Services. The full and complete compensation payable to You for performing Services pursuant to a Project shall be the payment set forth in such Project ("Project Price"), which shall become due and payable to You only upon Your satisfactory completion of the Services as determined and approved by the Buyer in its sole discretion (and as specified in the Project). You acknowledge and agree that a third party payment provider such as Qwil may be used in transactions stemming from the Yoss Platform and that fees may be incurred based on use of such provider. Any such fees may be deducted from payment to you. Except as expressly otherwise set forth in a specific Project, You shall be solely responsible for all costs incurred in connection with Your performance of any Services.
Failure to Perform. If You fail to complete a Project to the satisfaction of a Buyer, Yoss reserves the right, among other potential avenues of resolution, to offer the applicable Project to another talent with no compensation owed or payable to You. You acknowledge and agree that You will only be compensated for Your performance of Services if and when the Buyer approves Your work and authorizes release of payment to You. You understand and agree that any and all Projects are with third party Buyers, not Yoss, and that in no event shall Yoss be liable to You for any liability with regard to the Services you perform including but not limited to in the event a Buyer does not approve Your work and authorize payment to You.
General Terms and Conditions.
Confidential Information. In the course of utilizing the Yoss Platform and/or performing Services under these Terms, You may receive or have access to confidential or proprietary information of Yoss and/or the Buyers. "Confidential Information" means all information, whether oral or written, now or hereafter developed, acquired or used by Yoss or the Buyers that is not generally known to others in Yoss's or the Buyers' industry, as applicable, including without limitation: (i) marketing, advertising, pricing, strategic and business plans and information; (ii) financial statements and other financial information; (iii) lists of clients, customers, suppliers, or other groups with which Yoss or the Buyers do business; (iv) technical information, including but not limited to information concerning proprietary ideas, trade secrets, existing or contemplated products or services, or software; and (v) other information designated as confidential or which Yoss or the Buyers have made reasonable efforts to protect. You acknowledge and agree that the Confidential Information is and will be the sole and exclusive property of Yoss or the Buyers, as applicable. You will not use any Confidential Information for Your own benefit (including the creation of derivative works) or disclose any Confidential Information to any third party (except in the course of performing authorized Services for the Buyers under these Terms, provided, however, that any Confidential Information You obtain may only be used to benefit the party that disclosed such Confidential Information to You). Upon the request of Yoss (or the applicable Buyer), You will promptly deliver to Yoss (or the applicable Buyer) all memorialization of Confidential Information or information which otherwise relates to the business of Yoss or the Buyer, as applicable, in any format, whether tangible or electronic, including but not limited to documents, computer disks and other computer storage devices, computer printouts, manuals and other papers and materials (including all copies thereof in whatever form), recordings, and emails or other communications that are in Your possession or under Your control. Violation of this provision may be remedied by injunction as set forth in these Terms.
Relationship with Yoss - Independent Contractor. You acknowledge that You are an independent contractor with respect to Yoss and the Buyers and that Your access to the Yoss Platform does not make You an employee of either Yoss or any Buyer. You acknowledge that You have a specialized skill that You perform for the public that is separate and distinct from the business of Yoss and that You will continue to operate Your business separately and independently of Yoss.
No Benefits. As an independent contractor, none of the benefits, if any, that Yoss or Buyers provide to their respective employees shall be available to You. You will not be eligible and agree not to apply for any government sponsored or other benefits that are intended to apply to employees of Yoss or a Buyer, as applicable, including but not limited to unemployment benefits. To the extent You may inadvertently become eligible for any benefit programs maintained by Yoss or Buyer, You hereby forever waive any right to participate in such program. For the avoidance of doubt, in the event You are ever determined to be an employee of Yoss or Buyer contrary to these Terms and the services You perform hereunder, You hereby waive any entitlement You may have to any benefits Yoss or Buyer, as applicable, offers to its employees.
Non-Exclusivity; Performing Services for Others. Except as prohibited by the section titled "Non-Circumvention," You may perform services, including those similar to the Services, for third parties. You represent that You independently perform services similar to the Services for third parties and hold Yourself out to the public as available to do so.
Tax Reporting and Filing. You hereby agree that You will file all tax returns, tax declarations, and tax schedules and pay all taxes required when due with respect to any and all compensation earned by You pursuant. You further acknowledge and agree that it shall be Your obligation to report as income all compensation You receive in connection with the Services you perform. For clarity, Yoss will not withhold any taxes or instruct any party to withhold taxes for you from compensation that may be owed to You in connection with your Services. Yoss will report, subject to minimum IRS reporting guidelines, all compensation paid to You via IRS Forms 1099.
Insurance. You acknowledge and agree that You are solely responsible to obtain any liability, health, workers' compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that You are not covered by or eligible for any insurance from Yoss or Buyer. You hereby acknowledge and agree that You are not relying on Yoss' or Buyer's provision of this or any other insurance coverage and further acknowledge and agree that Yoss's or Buyer's voluntary provision of this coverage does not affect Your understanding of Your relationship with Buyer, which You agree is an independent contractor relationship. Nothing in this provision or these Terms shall be construed to require Yoss or Buyer to obtain any insurance covering You.
NONE OF YOSS, ITS AFFILIATES, SUBSIDIARIES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY THE "YOSS PARTIES") ENDORSE OR WARRANT ANY TALENT, BUYER, ANY TALENT INFORMATION, BUYER INFORMATION, OR ANY CONTENT MADE AVAILABLE BY ANY TALENT OR BUYER THROUGH THE YOSS PLATFORM OR YOSS SERVICES. YOU ACKNOWLEDGE THAT YOSS MERELY HELPS ASSIST BUYERS IN IDENTIFYING POTENTIAL TALENTS THAT THEY MAY SEEK TO CONTRACT WITH. NONE OF THE YOSS PARTIES IS A PARTY TO, OR HAS ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO, ANY TRANSACTION, COMMUNICATION OR INTERACTION BETWEEN TALENTS AND BUYERS OR FOR ANY RESULTS CAUSED BY USING YOSS PLATFORM OR YOSS SERVICES, INCLUDING WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.
THE YOSS PLATFORM AND YOSS SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE YOSS PLATFORM AND YOSS SERVICES AND ANY YOSS CONTENT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE YOSS PLATFORM, YOSS SERVICES, AND YOSS CONTENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM YOSS OR THROUGH THE YOSS PLATFORM OR YOSS SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, NONE OF THE YOSS PARTIES WARRANT THAT THE YOSS CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE YOSS PLATFORM OR YOSS SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE YOSS PLATFORM OR YOSS SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE YOSS PLATFORM OR YOSS SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY YOSS CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE YOSS PLATFORM IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF YOSS PLATFORM OR YOSS SERVICES.
THE LAW IN CERTAIN JURISDICTIONS DOES NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS AND EXCLUSIONS UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
You will defend, indemnify, and hold the Yoss Parties harmless from and against any and all losses, liabilities, damages, demands, claims (including taxes), costs, payments and expenses (including any and all reasonable legal fees, reasonable costs of investigation, discovery, litigation and settlement, interest and any judgments, fines and penalties) as incurred, arising out of or in connection with any third-party claims (a) arising from or relating to (i) a violation or alleged violation of any applicable laws; (ii) your use of the Yoss Platform, Yoss' services, and/or Yoss' content in breach of these Terms, and/or (iii) defective workmanship in connection with Your performance of Services and agree to indemnify and hold harmless the Yoss Parties from and against any and all liabilities, losses, damages, claims or causes of action of any kind, and any related expenses (including reasonable attorneys' fees), that are caused, directly or indirectly, by or as a result of Your performance or non-performance of Services pursuant to a Project or Your breach of these Terms.
Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ANY OF THE YOSS PARTIES BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUES, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF SUCH YOSS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. UNDER NO CIRCUMSTANCES WILL YOSS BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE YOSS PLATFORM OR YOSS SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF THE YOSS PARTIES FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS, EXCEED, THE LESSER OF 1) $2,000 OR 2) THE PRICE FOR SERVICES SET FORTH ON THE APPLICABLE PROJECT.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THESE TERMS OF SERVICE GIVE YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY ACCORDING TO JURISDICTION. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THESE TERMS OF SERVICE WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
YOU AGREE THAT YOU WILL NOT BRING ANY CLAIM UNDER THESE TERMS MORE THAN EIGHTEEN (18) MONTHS AFTER THE CAUSE OF ACTION ARISES.
THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL SURVIVE INDEFINITELY.
Third Party Links and Content Disclaimer. Links contained on the Yoss Platform may cause You to leave the Yoss Platform. Such linked web sites are not endorsed by or under the control of Yoss, and Yoss is not responsible for the content of any linked web site, information contained in a linked web site, or any changes or updates to such web site. You agree to use materials and information in third-party web sites at Your own risk.
Force Majeure. In the event that the availability of the Yoss Platform is delayed, prevented or otherwise made impracticable by reason of any acts of God, natural catastrophes, national emergencies, labor difficulties, computer "hacking" attack or computer virus, any law, order, regulation or other action of any governing authority, or any other cause beyond Yoss's reasonable control, Yoss shall be excused from any obligations it owes pursuant to these Terms for a reasonable amount of time following the cessation of the cause of the delay.
Compliance with Laws. You agree to comply with all laws in connection with Your use of the Yoss Platform and Your performance of any Services.
Assignment; Successors and Assigns. You may not assign or delegate Your rights or obligations under these Terms without the prior written consent of Yoss. Further, Your Yoss account and User ID may not be transferred or sold to another party. Notwithstanding this provision, these Terms shall be binding upon each of the parties to these Terms and their respective successors and assigns, if any. Yoss shall be permitted in its discretion to assign these Terms without prior consent or notice to You.
Severability. If any provision of these Terms is held or determined to be invalid, unenforceable, or void, the remainder of these Terms shall be severed and remain in full force and effect.
Governing Law. These Terms shall be governed and construed in accordance with the laws of the State of Florida without regard to its conflicts of law principles.
Changes to Terms. Yoss reserves the right to change these Terms at any time. You will be presented with an opportunity to review and accept the revised terms upon Your next log-in to the Yoss platform.
Notices. All legal notices to Yoss shall be given by certified mail (postage pre-paid and return receipt requested) to: Yoss, LLC. Attn: Legal Department, 10151 Deerwood Park Blvd., Bldg. 200, Suite 400, Jacksonville, FL 32256. Yoss may provide You notice by certified mail, postage prepaid and return receipt requested or by email, in each case to the address or email address (as applicable) provided to Yoss during the registration process on the Yoss Platform, or by posting such notice on the Yoss Platform.
Resolution and Arbitration.
1. You and Yoss agree that any and all disputes, claims or controversies arising out of or relating to Your use of the Yoss Platform, the Terms, any alleged relationship between You and Yoss and/or the Buyers and termination thereof, and services rendered arising out of or related to your use of Yoss's Platform and/or to the Buyers (collectively, "Claims" or individually, "Claim"), shall be resolved by binding arbitration in accordance with Commercial Arbitration Rules of the American Arbitration Association, except as expressly stated otherwise herein. The rules are available at www.adr.org/Rules or by searching "Commercial Arbitration Rules of the American Arbitration Association." By way of illustration and not limitation, examples of Claims include disputes regarding payments; trade secrets; unfair competition; false advertising; consumer protection; privacy; compensation; classification; breaks; discrimination; retaliation; harassment; any federal, state or local law, rule, regulation, or ordinance; and any other public policy, contract, tort, or common law claim. The agreement to arbitrate includes any Claims that Yoss may have against You, and/or that You may have against Yoss, Yoss client(s), and/or Yoss and/or Yoss client(s)' officers, directors, employees, agents, or parent, subsidiary, or affiliated entities. You and Yoss agree that the aggrieved party must give written notice of any Claim to the other party no later than the expiration of the statute of limitations (deadline for filing) that the law sets forth for such Claim. These arbitration terms shall be enforceable under and subject to the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and shall survive after your use of the Yoss Platform terminates.
BY AGREEING TO THESE TERMS, THE PARTIES HEREBY WAIVE THEIR RIGHT TO HAVE ANY CLAIM COVERED BY THE ARBITRATION OBLIGATIONS IN THESE TERMS DECIDED BY A JUDGE OR JURY IN A COURT.
2. The Parties agree that the following rules shall apply, notwithstanding any AAA rules to the contrary: (a) if the validity or enforceability of these arbitration terms is challenged, a court of competent jurisdiction, and not the arbitrator, shall determine whether the arbitration agreement is valid and enforceable and shall determine the arbitrability of Claims; (b) The Parties agree to select an arbitrator that will accept compensation on an hourly basis, rather than a lump-sum or otherwise flat-fee basis.
3. The arbitration requirement does not apply to disputes that may not be subject to predispute arbitration agreements as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or as provided by another executive order or enforceable law, rule, or regulation. Furthermore, although You represent that you are performing services as an independent contractor of the Buyer and not an employee, the arbitration requirement does not apply to claims for workers compensation, state disability insurance and unemployment insurance benefits; or claims for employee benefits under any benefit plan sponsored by Yoss and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance; however, these arbitration terms do apply to claims for breach of fiduciary duty or for penalties thereunder, or alleging any other violation of the Employment Retirement Income Security Act of 1974, as amended, even if such claim is combined with a claim for benefits.
4. Nothing in these arbitration terms prohibits You, on Your own behalf and/or with or on behalf of others, from going to any governmental agency to file a report, charge, complaint, bring a Claim (including unfair labor practice charges), and/or seek any assistance, advice, or support with any city, municipal, county, parish, state, federal, or any other governmental body. Such administrative Claims include, for example, Claims brought before the United States Equal Employment Opportunity Commission, the United States Department of Labor, the National Labor Relations Board, or the United States Department of Labor Office of Federal Contract Compliance Programs. Yoss will not retaliate or threaten to retaliate against You for engaging in any of the foregoing acts relating to government agencies, including without limitation exercising Your rights under the National Labor Relations Act to file Claim(s) with, and/or participate in proceedings before, the National Labor Relations Board or to seek that agency's support and/or to petition for a union and/or to bargain collectively and/or to adjust and/or to assert any grievance. This arbitration requirement in these arbitration terms does not excuse a Party from exhausting administrative remedies where required or applicable.
5. You and/or Yoss may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with Claim(s) covered by the arbitration requirements in this Agreement.
6. EXCEPT FOR YOUR RIGHTS UNDER PARAGRAPH 4, BY AGREEING TO THESE ARBITRATION TERMS, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF, CLASS, OR COLLECTIVE ACTION MEMBER IN ANY PURPORTED CLASS AND/OR COLLECTIVE ACTION PROCEEDING.
7. FURTHERMORE, BY SIGNING THESE ARBITRATION TERMS, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN THEIR INDIVIDUAL CAPACITIES AND NOT IN ANY REPRESENTATIVE PROCEEDING UNDER ANY PRIVATE ATTORNEY GENERAL STATUTE ("PAGA CLAIM"), UNLESS APPLICABLE LAW REQUIRES OTHERWISE. IF THE PRECEDING SENTENCE IS DETERMINED TO BE UNENFORCEABLE, THEN THE PAGA CLAIM SHALL BE LITIGATED IN A CIVIL COURT OF COMPETENT JURISDICTION AND ALL REMAINING CLAIMS WILL PROCEED IN ARBITRATION.
ARBITRATION OPT-OUT OPTION
8. Within 30 days after agreeing to these arbitration terms, You may submit a form stating that You wish to opt out and not be subject to the arbitration requirements in these terms. You must submit a signed and dated statement on a "Dispute Resolution and Arbitration Agreement Opt Out Form" ("Form") that can be obtained from Help@Yoss.com. No adverse action will occur as a consequence of that decision. Should You not opt out of the Dispute Resolution Agreement in a timely manner, You and Yoss will be deemed to have mutually accepted the terms of these arbitration terms.
9. It is understood and agreed that Yoss' client(s) and its/their officers, directors, employees, agents, parents, subsidiaries, and/or affiliated entities (collectively, "Third Party Beneficiaries") are intended to be third party beneficiaries to these arbitration terms. Any Claim(s) that may be asserted against one or more of the Third Party Beneficiaries shall be resolved pursuant to these arbitration terms in the same manner as Claim(s) made against Yoss.
10. You have the right to consult with counsel of the Your choice concerning these arbitration terms. You agree that You have read these arbitration terms carefully, fully understands their meaning, and are agreeing to them knowingly and voluntarily.
11. The arbitration shall take place in Duval County, Florida. If for some reason this requirement is deemed unenforceable, then the arbitration shall take place in the county or parish where You last provided services as a result of the use of Yoss' platform.
12. If any provision(s) of these arbitration terms is declared overbroad, invalid or unenforceable by a court of competent jurisdiction, such provision(s) shall be severed from these arbitration terms and the remaining provisions of these arbitration terms shall remain in full force and effect and shall be construed in a fashion which gives meaning to all of the other terms of these arbitration terms. If a court of competent jurisdiction declares that the arbitration fees provided under the AAA Commercial Arbitration Rules would be unconscionable or otherwise unenforceable for the Claim(s) at issue, then You will pay fees only to the extent they are no greater than the fees applicable to a court action in the jurisdiction where the arbitration will be conducted for such Claim(s). If a court of competent jurisdiction declares that the AAA Commercial Arbitration Rules would be unconscionable or otherwise unenforceable for the Claim(s) at issue, then the arbitration shall proceed under the AAA Employment Arbitration Rules, unless those rules are also declared to be unconscionable or otherwise unenforceable for the Claim(s) at issue, in which case the arbitration shall proceed under the Consumer Arbitration Rules.
13. TO THE EXTENT PERMITTED BY LAW, YOU AND YOSS KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY FOR ALL CLAIMS.
Binding Authority and Agency. By clicking the "I Agree" button, You bind Yourself and any applicable Talent Technicians of You to these Terms. You represent that You have the authority to bind You and any applicable Talent Technicians to these Terms. You further represent that You will make these Terms available to any Talent Technicians and that only Talent Technicians who agree to these Terms will be eligible to perform Services. You shall be responsible for, and assume liability for, any breach of these Terms by Your Talent Technicians, whether under theories of agency, respondeat superior, assumption of liability, or any other ground.