Last modified: February 21, 2017
1. USER’S ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS
PLEASE READ THE FOLLOWING TERMS CAREFULLY. BY CLICKING “I ACCEPT” OR BY USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL TERMS PROVIDED BY US. If you are not eligible, or do not agree to the Terms, then you do not have our permission to use the Service.
These Terms provide that all disputes between you and CloudPeeps will be resolved by BINDING ARBITRATION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under or relating to this contract, except for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury, and your claims cannot be brought as a class, collective, or representative action. Please review Section 24 (“Dispute Resolution and Arbitration”) for the details regarding your agreement to arbitrate any disputes with CloudPeeps.
These Terms are effective as of the “Last Modified” date identified at the top of this page. We expressly reserve the right to change these Terms of Service from time to time upon seven (7) days’ notice to you. You acknowledge and agree that it is your responsibility to review this Service and these Terms and to familiarize yourself with any modifications. Your continued use of this Service after such modifications will constitute acknowledgement of the modified Terms and agreement to abide and be bound by the modified Terms; however, for any material modifications to the Terms or in the event that such modifications materially alter your rights or obligations hereunder, such amended Terms will automatically be effective upon your acceptance of such modified Terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and us will be governed by the Terms in effect at the time such dispute arose.
As used in these Terms, references to our “Affiliates” include our owners, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors and advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Service and/or its services. Any reference to “Peeps” includes individuals and/or businesses who have signed up to use the Service to solicit or find work for their businesses. Any reference to “Clients” includes all businesses and/or individuals who engage Peeps via the Service. The term “Users” means any person who uses the Service for any reason.
2. OVERVIEW OF OUR SERVICE
CloudPeeps offers a service in the form of a technology platform and marketplace that empowers Peeps and Clients to connect, communicate, buy and sell services, and use the Service’s tools to manage their businesses, such as invoicing and payment processing tools. CloudPeeps also offers a search product on the Service, where Users can discover services packages and Peeps using the tool. This is solely for the purpose of allowing Users to conveniently connect on the Service. CloudPeeps exclusively offers the Services -- it does not buy or sell services on the Service.
3. ELECTRONIC SIGNATURE
By creating an account on the Service (an “Account”) and clicking to accept upon registration, you have agreed to these Terms digitally. This is effective on the date that you created an Account, and you acknowledge that you are able to access and review the Terms.
4. CLOUDPEEPS ACCOUNTS
By agreeing to these Terms, you represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you have not been previously suspended or terminated from using the Service; and (c) your registration and your use of the Service is in compliance with all applicable laws and regulations. Users may only create one Peep Account on the Service, and may not request other individuals to register new Accounts on their behalf, unless prior permission is obtained in writing from CloudPeeps.
While Users from any region may register an Account on CloudPeeps, only Users who are currently operating out of the countries we serve are able to apply for a Peep Account and work as independent service providers on the Service.
Users are able to create a profile on the Service (“Profile”), in which they may describe their work history, experience, availability, rates, and other information. This Profile displays publicly unless you choose to toggle it to private in your Profile settings. By creating a Profile, you agree to give an accurate, current and true representation of your business offerings or needs to other Users of the Service. Any information disclosed in a Profile is considered User Content (as defined below) for purposes of these Terms.
Users operating in the regions the Service serves can submit their Profile to CloudPeeps for review to create a Peep Account. Users acknowledge that by submitting their Profile to become a Peep Account, CloudPeeps is not performing any background or quality checks, nor vetting any individual or business. The purpose is to ensure that a Peep meets the eligibility requirements mentioned above.
When you register for an Account, you may be required to provide us with some contact information about yourself, such as your email address. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your password, and you accept responsibility for all activities that occur under your account. If you share your login information with other people, and do not otherwise contact us to report a security breach of your account, we will assume that any User accessing the Service with your login information has the ability to act on your behalf, including connecting with other Users and processing payments. If you have reason to believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
If you notice any suspicious activity on your Account, you should contact CloudPeeps immediately to alert us of this activity.
4.4 Closing an Account
If you would like to close your Account, you can deactivate your Account at any time by emailing email@example.com. Due to tax and legal requirements, we do not destroy or delete data that is needed for government records and reporting. To access the Service again, you may reactivate your Account by emailing firstname.lastname@example.org. Users must not use this feature to open multiple Accounts. If you terminate your account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to your use of the Service.
5. USER CONTENT
5.1 User Content Generally
Certain features of the Service may permit users to upload content to the Service, including information on their Profile, messages, Reviews (as defined below), References (as defined below), photos, video, images, folders, data, text, and other types of works (“User Content”) and to publish User Content on the Service. Users retain copyright and any other proprietary rights that they may hold in the User Content that they post to the Service.
5.2 Reviews & References
Peeps and Clients have the opportunity to provide reviews about each other on the Service (“Reviews”), which for purposes of these Terms, will be considered User Content. CloudPeeps is not responsible for any User Content, nor does CloudPeeps endorse Users of the Service. Users acknowledge that any content they post in the form of Reviews is at their own risk. CloudPeeps does not edit or remove Reviews. Reviews can only be edited by the User who left the Review.
Users can also request references from non-Users and Users of the Service (“References”). References can be added and deleted by Users.
5.3 Limited License Grant to CloudPeeps
By posting or publishing User Content, you grant CloudPeeps a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed, for purposes of providing the Service.
5.4 Limited License Grant to Other Users
By posting or sharing User Content with other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
5.5 User Content Representations and Warranties
You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting or publishing User Content, you affirm, represent, and warrant that:
5.5.1 you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize CloudPeeps and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by CloudPeeps, the Service, and these Terms; and
5.5.2 your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause CloudPeeps to violate any law or regulation.
5.6 User Content Disclaimer
We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. CloudPeeps may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against CloudPeeps with respect to User Content. We expressly disclaim any and all liability in connection with User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, CloudPeeps does not permit copyright-infringing activities on the Service.
6.1 Relationship between Clients and Peeps
Clients and Peeps may use the Service to discuss and execute service contracts (“Job Agreements”). CloudPeeps is not involved in the formation, maintenance, or cancellation of these Job Agreements (if any exist), other than hosting them on the Service, and is not a party to these Job Agreements.
6.2 Relationship between Users and CloudPeeps
Users, including Clients and Peeps accessing the Service, recognize, acknowledge, and agree that a Peep is not an employee of CloudPeeps. No partnership or employment relationship between CloudPeeps and Peeps can be construed by these Terms. No agency relationship exists between CloudPeeps and a Peep, and as such, Peeps are not authorized to represent CloudPeeps as their agent.
CloudPeeps does not oversee, supervise, monitor, train, or manage Peeps, nor does CloudPeeps determine Peep hours or schedules of work or the manner in which their work is performed. CloudPeeps does not provide Peeps with any training, tools, equipment, supplies, or instrumentalities. CloudPeeps does not provide Peeps with any instructions. If a Peep hires or retains any persons to assist the Peep in providing services to a Client or to provide services to the Client in lieu of the Peep providing those services, the Peep bears all responsibility for paying and classifying those workers and complying with all applicable laws with respect to such workers. CloudPeeps will not replace or seek to replace Peeps unable to fulfill a Job Agreement other than permitting Clients to re-list the relevant job at no additional cost.
CloudPeeps does not perform background checks on Users. While the Service allows Users to leave Reviews and add References, CloudPeeps is not responsible for this content nor does CloudPeeps endorse Users of the Service.
CloudPeeps is not responsible for withholding taxes for the Client or Peep, and it is the responsibility of each User to file and comply with any local, state, or federal tax laws in their jurisdiction.
7. PAYMENT PLANS
Billing type can be Hourly or Fixed for Ongoing or One-Time jobs.
7.1 Hourly Jobs
Hourly Jobs have flexible invoicing, for which the Peep charges an hourly rate for services provided. Peeps directly invoice Clients for services to be performed or already performed, at the end of an agreed billing cycle. Hourly Jobs can be used for One-time work or Ongoing work.
7.2 Fixed Jobs
Fixed Jobs involve fixed-priced invoicing, and for which the Client sets a fixed payment amount in the Job Agreement. Fixed Jobs can either be One-time or Ongoing, with Ongoing Fixed Jobs being set up on a recurring billing basis.
For more information about how payments are structured, please see the Payments section in Section 9 of these Terms.
7.3 Use of Subcontractors and Worker Classification
CloudPeeps is not responsible for any workers that Users or Peeps engage or hire. It is the responsibility of Users to determine whether Peeps should be classified as employees or independent contractors, and Users bear all risk of misclassification. Users who determine a Peep should be an employee must comply with section 10.2 below.
To be clear, CloudPeeps does not classify Peeps as employees or independent contractors. Rather, Users must determine, under applicable law, whether the Peep is an employee or independent contractor (or some other category of worker if not in the U.S. and if foreign law has other categories of workers). CloudPeeps suggests that Users obtain their own legal advice in making such determination. Users are also responsible for complying with all applicable worker and/or employment-related laws, including, but not limited to, obtaining workers’ compensation insurance when required by applicable law. Of course, at all times, all Users must comply with all applicable laws.
7.4 Cancellation of Job Agreement
Both Clients and Peeps can terminate a Job Agreement by choosing to end a job on the Service. Clients and Peeps acknowledge it is their responsibility to communicate directly with each other in regards to any changes or cancellations.
For hourly payment types, full payment is due for all services rendered before the cancellation date. For fixed payment types, Clients will be charged on a pro rata basis, from the beginning of a billing cycle until the latter of either the date the Client informs CloudPeeps of its intention to end the Fixed Job or the date the Peep stops providing services to the Client.
7.5 Confidential Information
CloudPeeps has no responsibility for or obligation to protect, any confidential information disclosed via the Site.
8. RESOLUTION OF DISPUTES BETWEEN CLIENTS AND PEEPS
CloudPeeps does not guarantee the quality or delivery of any work or services provided to Clients by Peeps. In the case a dispute arises between users on the Service (“Dispute”), users acknowledge that it is their responsibility to come to a mutual agreement and resolution using the procedure set forth in this subsection. CloudPeeps does not act as an intermediary.
Payments are non-disputable via the Service once payment has been released to the Peep. In the case of a dispute after payments have been released, Clients must directly contact the Peep to request any refunds.
For all disputes, the maximum refund amount Clients can be awarded is the full amount of the invoice which is disputed.
By using the Service, you agree to comply with Section 8, including, but not limited to, any and all final determinations made by CloudPeeps in accordance with the dispute resolution process.
8.1 Disputes on Hourly Payments
Where invoices are manually submitted, Clients may query a Peep’s invoice during the “Dispute Period”. This period is the time frame between when the invoice is submitted and when the Client is charged. The Dispute Period time frame may vary depending on how the billing format on the Service was set up (as agreed to between Client and Peep). To dispute an invoice, Clients must click “Inquire about this invoice” on the invoice, at which point the Peep will be notified. It is the Client’s responsibility to review every invoice submitted by a Peep and to raise any queries during the Dispute Period.
Once a query on an invoice has been raised, the Peep will be notified and the Peep’s payout will be paused. It is the responsibility of the Peep and Client to discuss any disputed invoices. Once a resolution has been made, the Peep will need to re-submit their invoice for the Client to review.
Once the Dispute Period expires, Client will be deemed to have accepted the Peep’s services and fees and can no longer dispute them. The Peep’s payment will then be processed. Contacting CloudPeeps does not qualify as filing a dispute or raising a query on an invoice.
Any questions regarding CloudPeeps’ Dispute Resolution Policy may be sent to email@example.com.
8.2 Disputes on Non-Hourly Payments
If pay is not on an hourly basis, the Client agrees to be charged up front for the Peep’s work, and the Peep’s payout will process after 30 days. If a Dispute arises during the 30-day period, the Client or Peep may “Pause” or “End” the job through the Service in order to pause or cancel the job and trigger a pro-rata refund. The Client must contact the Peep to request a refund for any payments that have already been released to the Peep following the Dispute Period.
Any questions regarding CloudPeeps’ Dispute Resolution Policy may be sent to firstname.lastname@example.org.
The Service makes it easy for Users to pay each other and CloudPeeps.
9.1 Payment Methods
CloudPeeps requires a “Payment Method” for using parts of the Service. Payment Methods currently include credit/debit card for Clients, and Paypal and Automated Clearing House for Peep payouts. CloudPeeps reserves the right to change and expand its payment options. Users acknowledge that in order to use, and to continue to use, sections of the Service, a valid Payment Method must be provided to CloudPeeps. A current payment method must be on file at all times for all Users with Profiles. By entering a Payment Method into the Service, Users acknowledge they are legally authorized to access that Payment Method. If a Payment Method is declined or fails, Users acknowledge they are responsible for any payments owed by other payment means.
9.2 Payment Processing
All Clients must have a valid Payment Method on file prior to engaging any Peeps to work with them. In addition, Clients must maintain a valid Payment Method in their Account at any time when they have an active job on the Service or outstanding invoices from Peeps. CloudPeeps currently accepts debit and credit cards as valid Payment Methods.
CloudPeeps reserves the right to maintain at least one Payment Method on file in Client Accounts at any time and restrict Client’s ability to remove all payment methods on file while they have an active job on the Service or outstanding invoices from Peeps.
CloudPeeps reserves the right to charge a Client’s Payment Method for services performed by a Peep according to a Job Agreement, unless a job has been Paused or Cancelled.
9.2.1 Hourly Payments
For Hourly Payments, Clients will be charged based on invoices Peeps submit via the Service. The Dispute Period of five (5) days commences upon Client’s receipt of an invoice, after which time Clients will be charged the full amount stated in the invoice. If Clients have any issues with an invoice, they should immediately contact the Peep, as per our policy regarding disputes between Clients and Peeps, in Section 8. Any queries on the invoice must be entered directly via the Service in order to pause any charges from processing once the Dispute Period has expired.
Funds become payable to Peeps following the expiration of the Dispute Period and following receipt of payment from the Client by CloudPeeps. Disputes are handled in accordance with Section 8. CloudPeeps may hold the disbursement of payments to Peeps if CloudPeeps suspects fraud, if CloudPeeps deems it necessary in connection with any investigation, or as required by applicable law.
9.2.2 Fixed Payments
For Fixed Payment options, payments will be charged on the day a Client connects with a Peep and will cover the use of that service for the period indicated. Unless and until terminated by the Client, Peep, or CloudPeeps, Clients on Ongoing Fixed Jobs will be charged every 30 days thereafter.
9.2.3 “Pay Now” Feature
Clients have the option to settle payment immediately using our “Pay Now” feature for any invoices Peeps submit via the Service. By clicking “Pay Now” on any invoice, the Client agrees to bypass the Dispute Period and trigger release of payment to the Peep immediately.
9.3 Service Fees
For each payment between each Client and Peep, CloudPeeps takes a percent of the payment volume as a service fee (“Service Fee”). The Service Fee is paid by Peeps via our third party payment processor through the Service, and the amount is set forth in the subscription plan a Peep has selected. CloudPeeps reserves the right to change its fee structure and payment methods at any time, and will inform Users via the Service.
9.4 Subscription Plans
Clients and Users with a Peep Account can subscribe to a paid subscription plan for a set recurring fee via the Service (“Subscription Plan”). Our rates for Subscription Plans with Clients and Peeps are available at: https://www.cloudpeeps.com/pricing/peep. Peep Subscription Plans cannot be shared between Users, and any User violating the foregoing may be removed from the Service and prevented from accessing the Service. CloudPeeps reserves the right to change its Subscription Plan fee structure at any time, and will inform Users via the Service and via email within a reasonable notice period.
9.4.1 Automatic Renewal; Recurring Payments; Cancellation
IF YOU SET UP RECURRING PAYMENTS THROUGH A SUBSCRIPTION, YOU AUTHORIZE US TO CONTINUE TO CHARGE YOUR CREDIT CARD ON A MONTHLY BASIS, ACCORDING TO YOUR SUBSCRIPTION PREFERENCES, FOR THE SUBSCRIPTION LEVEL YOU SELECT, UNTIL YOU UPDATE YOUR SUBSCRIPTION PREFERENCES IN YOUR ACCOUNT HERE: HTTPS://WWW.CLOUDPEEPS.COM/PRICING/PEEP. THE SUBSCRIPTION PLAN WILL REMAIN ACTIVE FOR THE REMAINDER OF THE 30-DAY PERIOD BEFORE BEING CANCELLED. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL CYCLE. You must cancel your subscription before the end of the term to avoid charges for the renewal cycle.
9.4.2 Updates and Downgrades
Users can upgrade and downgrade their Subscription Plan at any time via the Service.
When Users downgrade their current Subscription Plan, the subscription will be adjusted at the end of the current billing cycle. Users will retain the benefits of their current Plan until the start date of the next billing cycle. No refunds or credit for downgrades will be given.
When Users upgrade their current Subscription Plan they will be immediately moved to the new plan. The billing cycle start date will be updated effective the date of the upgrade. Users are charged the difference between the new Subscription Plan and the old Subscription Plan upon upgrading, less the balance of the remainder of the previous month.
9.5 Payment Verification and Pre-charges
9.5.1 Authorization Hold
When Users enter a new payment method into their Account, CloudPeeps reserves the right to establish a One Dollar (USD $1.00) authorization hold to verify the card. This is a temporary authorization, and CloudPeeps does not collect the money from your card. In most cases this hold will disappear from your Account before the charge shows up on any financial statements.
9.5.2 Pre-Charge Credit
Once a Peep has been retained for a job, the Client’s card on file is pre-charged in the amount of Fifty Dollars (USD $50.00). This amount is credited into the Client’s Account and will go toward the first invoice of the Job Agreement. The pre-charge is a method of verification used by CloudPeeps to verify Client payment details at the start of a Job Agreement.
Clients are able to view credits in their Account at any time by access the Billing section in the Service. Any credits on invoices will be displayed as line item deductions from the final charge.
If the Client does not spend Fifty Dollars (USD $50.00) within 30 days, the $50 credit is refunded to the Client.
CloudPeeps does not currently support refund processing via the Service. For details about disputes or queries on invoices submitted via the Service please see Section 8.
CloudPeeps is not responsible for paying Peeps when a Client fails to pay. In the event of non-payment by a Clients through the Service, Peeps may seek payment directly from Clients or take any legal action against Clients available under applicable law.
9.8 Operating Currency & Conversion
The Service operates in U.S. Dollars and does not currently provide any currency conversion services. Any charges and payments to Users of the Service will process in U.S. Dollars only. If you are using a credit or debit card from a country that operates in currencies other than USD, your payment processor may automatically convert the payment into local currency. Contact your card issuer for details on potential currency conversion and foreign transaction fees.
9.9 Accounting and Taxes; Lawful Status
CloudPeeps is not responsible for any accounting or tax filing for any Users of the Service. All Peeps are responsible for filing, reporting, and paying applicable taxes on any earnings in accordance with all applicable laws. All Clients are responsible for obtaining all necessary documentation directly from Peeps required before engaging them.
All Users are responsible for classifying any payments to or from the Service when filing their taxes and reconciling accounts.
CloudPeeps recommends seeking counsel of tax and accounting professionals for any instruction on how to properly file any taxes and report payments and earnings. CloudPeeps does not provide such advice.
Users are responsible for ensuring that Peeps have lawful status to provide services to Clients. CloudPeeps is not responsible for, and does not verify, status of any Peeps.
10. NON-CIRCUMVENTION OF THE SERVICE
By using the Service, Clients and Peeps agree to use CloudPeeps to make all payments to Peeps or Clients identified through the Service. Clients and Peeps acknowledge that CloudPeeps earns some of its fees through transactions that take place on the Service. Clients and Peeps agree not to take any action, directly or indirectly, to circumvent these fees. If it has come to your attention that a Peep or Client solicits payment outside the Service, you agree to notify CloudPeeps immediately by sending an email to email@example.com.
By way of illustration, and not in limitation of the foregoing, you must not:
● Submit proposals or solicit parties identified through the Service to contact, hire, engage, retain, or pay outside the Service.
● Accept proposals or solicit parties identified through the Service to contact, deliver services, invoice, or receive payment outside the Service.
● Invoice or report on the Service or in an Opt-Out Fee request an invoice or payment amount lower than that actually agreed between Users
Any agreement or attempted agreement between the Client and a Peep in connection with a service contract, requiring that payment be made outside of the Service constitutes a material breach of these Terms. If a Client and Peep initially connected through the Service, CloudPeeps will terminate a User’s access to and use of the Service (without limiting any additional remedies CloudPeeps may have) if such User is found to be accepting or making payment outside the Service.
Notwithstanding the foregoing, if a Client or Peep pays the Opt-Out Fee (as defined below) to CloudPeeps, and CloudPeeps notifies both the Client and the Peep that the opt-out option has been exercised for that relationship, the Client or Peep has the right or obligation to process payments outside of the Service.
10.1 Opt-Out Fee for Contractor Relationships
In accordance with this policy, and upon notice to and approval from CloudPeeps, Peeps or Clients may opt out of paying for Peeps’ services through the Service by paying CloudPeeps a one-time exit fee of $1,500 (“Opt-Out Fee”).
As going off-Service limits the opportunities and features for Users, both the Client and Peep must agree to opt-out of the Service. If a Client and Peep proceed to work off-Service, the Client or Peep requesting to work off-Service will be invoiced the full amount of the Opt-Out Fee. Users will have five days to pay the invoice in full before CloudPeeps automatically processes the charge using the User’s payment method on file with CloudPeeps, unless the User has arranged an alternate payment schedule with CloudPeeps.
10.2 Opt-Out Fee for Establishing Employment Relationships
The intent of this Opt-Out policy is to also provide Clients with a way to hire Peeps for an employment relationship. If, at any time, a Client determines that a Peep should be an employee of the Client instead of an independent contractor, then the Client must pay CloudPeeps 15% of what the Client agrees to pay the Peep as an employee. If the employment relationship is expected to extend beyond one year, then the Client only needs to pay 15% of what the Client plans to pay the Peep during a one year employment period. Clients must honestly provide pay estimates to CloudPeeps. At no time will CloudPeeps be liable for any Client’s misclassification of Peeps as independent contractors instead of employees. Please contact us by email at firstname.lastname@example.org if you plan to hire a Peep as an employee for further instructions.
11. WORKER CLASSIFICATION AND COMPLIANCE WITH APPLICABLE LAWS
CloudPeeps is not the employer of Peeps. It is the responsibility of Clients to determine whether Peeps should be classified as employees or independent contractors, and Clients bear all risk of misclassification. CloudPeeps makes no representation that a consulting (also known as “independent contractor”) relationship is the appropriate legal relationship for Peeps and Clients. If Clients determine an employment relationship is the appropriate relationship for a Peep, Clients must utilize the Opt-Out Fee Policy, described above in section 10.2. It is the responsibility of Clients to comply with all applicable laws, including all laws relating to worker classification, immigration, export control, minimum wage, discrimination, and all other labor and employment laws. If CloudPeeps incurs any losses as a result of a Client’s misclassification of a Peep, the Client must indemnify CloudPeeps for the amount of such losses, plus attorneys’ fees. If CloudPeeps incurs any losses as a result of a Client’s failure to comply with any applicable laws with respect to Peeps, including any employment or immigration laws, the Client must indemnify CloudPeeps for the amount of such losses, plus attorneys’ fees.
Peeps will only provide services to Clients through the Service in countries in which the Peeps are legally authorized to work. If CloudPeeps suffers any losses as a result of a Peep providing services in a jurisdiction in which a Peep is not legally authorized to work, the Peep will indemnify CloudPeeps for all such losses, including attorneys’ fees.
12. TERMINATION OF SERVICE
CloudPeeps reserves the right to terminate a User from the Service, at any time, for any reason, including Users who violate these Terms. If any illegal or fraudulent activity is suspected, Users acknowledge that CloudPeeps may contact the relevant officials and law enforcement agencies. Users acknowledge that CloudPeeps may discontinue the Service, or any part thereof, with or without notice. You acknowledge that CloudPeeps is not liable to you or any third party for any termination of service. We also reserve the right to modify the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to you. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of your access to or use of the Service.
13. RESTRICTIONS ON USE
Modification of CloudPeeps’ content is a violation of the copyrights and other proprietary rights of CloudPeeps or its subsidiaries.
In the absence of a contrary agreement, you may not use any of the trademarks, trade names, service marks, copyrights, or logos of CloudPeeps or its subsidiaries suppliers or Affiliates in any manner which creates the impression that such items belong to or are associated with you or, except as otherwise provided herein, are used with CloudPeeps' consent, and you acknowledge that you have no ownership rights in and to any of such items. You will not use any trademarks, trade names, service marks, copyrights, or logos of CloudPeeps or its subsidiaries in unsolicited mailings or spam material.
BY USING THE SERVICE YOU AGREE NOT TO:
- Use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- Use the Service and information contained therein to construct a database of any kind;
- Store the content contained in the Service, in its entirety or in any part, in databases for access or distribution by you or any third party;
- Demand or receive payments without the intention of receiving or providing any services in exchange for the payment;
- Violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- Express a preference in any User Content for, or unlawfully discriminate on the basis of, race, religion, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, sex, gender identity or gender expression, age, sexual orientation, military or veteran status, or any other classes protected by applicable law;
- Post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, inaccurate, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate;
- Interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- Interfere with the operation of the Service or any User’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect personal information about another user or third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any such network, equipment, or server;
- Perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
- Sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 16) or any right or ability to view, access, or use any Material; or
- Attempt to do any of the acts described in this Section 13, or assist or permit any person in engaging in any of the acts described in this Section 13.
14. DIGITAL MILLENNIUM COPYRIGHT ACT
14.1 DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Cloud Peeps Inc.
ATTN: Legal Department (Copyright Notification)
156 2nd Street
San Francisco, CA 94105
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
a. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
b. A description of the copyright-protected work or other intellectual property right that you claim has been infringed;
c. A description of the material that you claim is infringing and where it is located on the Service;
d. Your address, telephone number, and email address;
e. A statement by you that you have a good faith belief that the use of those materials on the Service is not authorized by the copyright owner, its agent, or the law; and
f. A statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
14.2 Repeat Infringers.
CloudPeeps will promptly terminate without notice the accounts of users that are determined by CloudPeeps to be “Repeat Infringers.” A Repeat Infringer is a user who has been notified of infringing activity or has had User Content removed from the Service at least twice.
15. THIRD-PARTY SERVICES AND LINKED WEBSITES
CloudPeeps may provide tools through the Service that enable you to export information, including User Content, to third party services, including through features that allow you to link your account on CloudPeeps with an account on the third party service, such as Twitter or Facebook, or through our implementation of third party buttons (such as “like” or “share” buttons). By using one of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information. The Service may also contain links to third-party websites. Linked websites are not under our control, and we are not responsible for their content.
16. OWNERSHIP; PROPRIETARY RIGHTS
The Service is owned and operated by CloudPeeps. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials”) provided by CloudPeeps are protected by intellectual property and other laws. All Materials included in the Service are the property of CloudPeeps or our third-party licensors. Except as expressly authorized by CloudPeeps, you may not make use of the Materials. CloudPeeps reserves all rights to the Materials not granted expressly in these Terms.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant CloudPeeps an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
18. DISCLAIMER OF WARRANTIES
USE OF THIS SERVICE IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. CLOUDPEEPS AND ITS EMPLOYEES, CONSULTANTS, AFFILIATES, SUBSIDIARIES AND AGENTS (TOGETHER, THE “CLOUDPEEPS ENTITIES”) EXPRESSLY DISCLAIM, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. THE CLOUDPEEPS ENTITIES DO NOT WARRANT THE QUALITY OR ACCURACY OF ANY DELIVERABLES PROVIDED AND/OR SERVICES RENDERED UNDER ANY JOB AGREEMENT AND DOES NOT WARRANT THAT ANY SUCH DELIVERABLES AND SERVICES WILL BE PROVIDED AND/OR RENDERED IN A TIMELY OR PROFESSIONAL MANNER. YOU UNDERSTAND AND ACKNOWLEDGE THAT JOB AGREEMENTS ARE BETWEEN CLIENTS AND PEEPS ONLY, AND THAT THE CLOUDPEEPS ENTITIES ARE NOT PARTIES TO ANY JOB AGREEMENT. THE CLOUDPEEPS ENTITIES OFFER A MARKETPLACE TO CONNECT CLIENTS AND PEEPS ONLY AND WILL TAKE NO RESPONSIBILITY FOR ANY DELIVERABLES PROVIDED AND/OR SERVICES RENDERED IN CONNECTION WITH ANY JOB AGREEMENT, OR FOR ANY BREACH OF ANY JOB AGREEMENT.
WITHOUT LIMITATION, THE CLOUDPEEPS ENTITIES MAKES NO WARRANTY OR GUARANTEE THAT THIS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. YOU UNDERSTAND AND AGREE THAT IF YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIALS, INFORMATION, PRODUCTS, SOFTWARE, PROGRAMS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
19. LIMITATION OF LIABILITY
IN NO EVENT WILL THE CLOUDPEEPS ENTITIES BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO, OR ARISING FROM, THIS SERVICE OR ANY USE OF THIS SERVICE, OR OF ANY SERVICE OR RESOURCE LINKED TO, REFERENCED, OR ACCESSED THROUGH THIS SERVICE, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF CLOUDPEEPS IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.
EXCEPT AS PROVIDED IN SECTION 24.4(iii), THE AGGREGATE LIABILITY OF THE CLOUDPEEPS ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO CLOUDPEEPS FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT(S) OR CIRCUMSTANCES GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN YOU AND CLOUDPEEPS UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN YOU AND CLOUDPEEPS. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
20. INDEMNIFICATION & RELEASE
You agree to release, indemnify and hold the CloudPeeps Entities harmless from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” All Users acknowledge that they have been advised to consult with legal counsel and that they are familiar with the principle that a general release does not extend to claims that the releaser does not know or suspect to exist in their favor at the time of executing the release, which, if known by them, must have materially affected their settlement with the releasee. Users, being aware of said principle, agree to expressly waive any rights they may have to that effect, as well as under any other statute or common law principles of similar effect.
22. GOVERNING LAW
These Terms are governed by the laws of the State of California without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, then you and CloudPeeps agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Francisco County, California, for the purpose of litigating any dispute. We operate the Service from our offices in California, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
24. DISPUTE RESOLUTION AND ARBITRATION
In the interest of resolving disputes between you and CloudPeeps in the most expedient and cost effective manner, you and CloudPeeps agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited (if any) review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND CLOUDPEEPS ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Despite the provisions of Section 24.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and CloudPeeps will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting CloudPeeps at email@example.com.
24.4 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). CloudPeeps' address for Notice is: Cloud Peeps Inc., 156 2nd Street, San Francisco, CA 94105. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or CloudPeeps may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or CloudPeeps must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, CloudPeeps will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by CloudPeeps in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
24.5 Fees and Procedure
The parties to the arbitration shall each pay an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the arbitrator may award attorneys’ fees and costs to the prevailing party, except as prohibited by law. If you commence arbitration in accordance with these Terms, CloudPeeps will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse CloudPeeps for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
The arbitrator may grant injunctions and other relief. The arbitrator shall administer and conduct any arbitration in accordance with the law of the jurisdiction in which the dispute arose, including civil procedure rules, and the arbitrator shall apply the substantive and procedural law of the jurisdiction in which the dispute arose. To the extent that the AAA Rules conflict with local law, local law shall take preference. The decision of the arbitrator shall be final, conclusive, and binding on the parties to the arbitration. The parties agree that the prevailing party in any arbitration shall be entitled to injunctive relief in any court of competent jurisdiction to enforce the arbitration award.
24.6 No Class Actions
YOU AND CLOUDPEEPS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING except that users may bring a proceeding as a private attorney general, if and as allowed by law. Further, unless both you and CloudPeeps agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. Nothing in this Agreement infringes upon any rights a User may have under the Sarbanes-Oxley Act, including any rights prohibiting compulsory arbitration.
24.7 Modifications to this Arbitration Provision
If CloudPeeps makes any future change to this arbitration provision, other than a change to CloudPeeps' address for Notice, you may reject the change by sending us written notice within 30 days of the change to CloudPeeps' address for Notice, in which case your account with CloudPeeps will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 24.6 is found to be unenforceable or if the entirety of this Section 24 is found to be unenforceable, then the entirety of this Section 24 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 22 will govern any action arising out of or related to these Terms.
24.9 Right to Opt Out of Arbitration
You may submit a statement notifying CloudPeeps that you wish to opt out and not be subject to arbitration under this section. Should you desire to opt out, you must notify CloudPeeps of your intention to opt out by submitting a written notice, which may be via email to firstname.lastname@example.org, stating that you are opting out of this section. In order to be effective, your opt out notice must be provided within thirty (30) days of your agreeing to these Terms. Should you timely opt out of this section, you may pursue available legal remedies and will not be required to arbitrate claims.
For legal notices to Cloud Peeps Inc., please communicate via email to email@example.com or via postal mail to Cloud Peeps Inc., 156 2nd Street, San Francisco, CA 94105. Any legal service must be delivered by hand to CloudPeeps with receipt or its registered agent to begin processing.
Under California Civil Code Section 1789.3, users of the Service from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.