People Walker, Inc. Terms of Service
Last updated: November 26, 2018
These Terms of Service constitute a legally binding agreement between you and People Walker, Inc. (“Company” “The People Walker” or “People Walker”) governing your use of the People Walker Platform (as defined below), Company’s website (https://www.peoplewalker.com or the “Site”) and mobile applications (the “Apps”). The People Walker Platform and related services provided by Company, the Site, and Apps, including without limitation communications and information (whether in writing, orally, or otherwise howsoever) provided by Company to potential and actual Walkers and Clients (both as defined at Section 1) in relation to the services, together are hereinafter collectively referred to as the “People Walker Platform.”
PLEASE NOTE: THIS AGREEMENT GOVERNS HOW DISPUTES BETWEEN YOU AND PEOPLE WALKER CAN BE RESOLVED. IT CONTAINS A BINDING AND FINAL ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 18). PLEASE READ CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
IN ADDITION, BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT (INCLUDING THE DISPUTE RESOLUTION AND ARBITRATION PROVISIONS IN SECTION 18) AND YOU ACCEPT ALL OF ITS TERMS.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE PEOPLE WALKER PLATFORM.
You must be 18 years old (for U.S. based users) or at least the legally required age in the jurisdiction in which you reside, and otherwise capable of entering into binding contracts, in order to use or access the People Walker Platform. If you are under 18 years old (for U.S. based users) or the age of majority in your jurisdiction, then you may not use or access the People Walker Platform. Children under 13 years old are prohibited from accessing the People Walker Platform or otherwise providing any personal information to People Walker.
A few highlights of these Terms of Service include:
- Your agreement that the People Walker Platform is provided “as is” and without warranty (Section 16).
- Your agreement that Company has no liability regarding the People Walker Platform or the performance of Services (as defined below at Section 1) (Section 16).
- Your acknowledgment and agreement that Clients, and not People Walker, scope, supervise, direct, control, and monitor a Walker’s services (Section 1).
- Your acknowledgement and agreement that Clients are solely responsible for determining if the Walker they hire is qualified to perform the services.
- Your acknowledgement and agreement that Walkers are independent contractors of Clients, and not employees, independent contractors or service providers of People Walker (Sections 1 and 12)
- Your consent to release Company from liability based on claims (1) between Users (Section 2), (2) in respect to Walker claims (Section 12) and (3) generally (Section 16).
- Your agreement to indemnify Company from claims due to your use or inability to use the People Walker Platform, or content submitted from your account to the People Walker Platform (Section 17).
- Your consent to submit any claims against Company to binding arbitration, and on an individual basis only, to the extent permissible by law (Section 18).
- The People Walker Platform Connects Walkers and Clients
The People Walker Platform is a web-based/app-based communications platform which enables connections between Clients and Walkers. “Clients” are individuals seeking to obtain walking companion services for a fee (“Services”) from Walkers and are therefore clients of Walkers, and “Walkers” are individuals seeking to perform Services for Clients. Clients and Walkers together are hereinafter referred to as “Users.” If you agree on the terms of Services with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 3 below.
WALKERS ARE INDEPENDENT CONTRACTORS OF CLIENTS AND NOT EMPLOYEES, PARTNERS, REPRESENTATIVES, AGENTS, JOINT VENTURERS, INDEPENDENT CONTRACTORS OR FRANCHISEES OF COMPANY. COMPANY DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. USERS HEREBY ACKNOWLEDGE THAT COMPANY DOES NOT SUPERVISE, DIRECT, CONTROL OR MONITOR A WALKER’S SERVICES AND EXPRESSLY DISCLAIMS ANY RESPONSIBILITY AND LIABILITY FOR THE SERVICES PERFORMED IN ANY MANNER.
The People Walker Platform only enables connections between Users for the fulfillment of Services. Company is not responsible for the performance, Services or communications of Users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Services, Walkers, Clients, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any Users, or of any ratings provided by Users with respect to each other. Company makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the Services requested or Services provided by, or the communications of or between, Users identified through the People Walker Platform, whether in public, private, or offline interactions or otherwise howsoever.
- User Vetting and User Representations and Warranties
In Company’s sole discretion, Users may be subject to a vetting process before they can register for and during their use of the People Walker Platform, including but not limited to a verification of identity, using third party services as appropriate (“Identity Checks”). Although Company may perform Identity Checks, Company is not required to do so and cannot confirm that each User is who they claim to be. Company cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through the People Walker Platform. Company does not make any representations, guarantees or warranties regarding the identity, competence or safety of Users.
When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. People Walker will not be liable for any false or misleading statements made by Users of the People Walker Platform. NEITHER PEOPLE WALKER NOR ITS PARENTS, AFFILIATES OR LICENSORS, INCLUDING THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO COLLECTIVELY AS “PEOPLE WALKER AND AFFILIATES”) IS RESPONSIBLE FOR THE CONDUCT, ACTS, OR OMISSIONS, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE PEOPLE WALKER PLATFORM AND YOU HEREBY RELEASE PEOPLE WALKER AND AFFILIATES FROM ANY AND ALL LIABILITY, CLAIMS, DEMANDS, OR DAMAGES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PEOPLE WALKER PLATFORM.
User Representations and Warranties
You represent and warrant that: (1) you are 18 years of age or older or are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts, and (2) you have the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement, and that you will so abide.
You hereby warrant and represent that, other than as fully and promptly disclosed to Company as set forth below, you do not have any motivation, status, or interest which Company may reasonably wish to know about in connection with the People Walker Platform, including without limitation, if you are using or will or intend to use the People Walker Platform for any journalistic, investigative, or unlawful purpose. You hereby warrant and represent that you will promptly disclose to Company in writing any such motivation, status or interest, whether existing prior to registration or as arises during your use of the People Walker Platform.
Walkers additionally represent and warrant that you will provide timely, high-quality Services to your Clients, you will only offer and provide Services for which you have the necessary skills and expertise, and you will provide the Services safely and in accordance with all applicable laws, and that you have the legal right to work in the country in which you are performing Services.
- Contract between Clients and Walkers
You acknowledge and agree that a legally binding contract (the “Service Agreement”) is formed when you agree on the terms of Services with another User. The terms of the Service Agreement include the terms set forth in this Section 3, the engagement terms proposed and accepted on the People Walker Platform, and any other contractual terms accepted by both the Walker and their Client to the extent such terms do not conflict with the terms in this Agreement, including this Section 3, and do not expand Company’s obligations or restrict Company’s rights under this Agreement. You agree that Company is not a party to any Service Agreement and the formation of a Service Agreement will not, under any circumstance, create an employment or other service relationship between Company and the Walker, nor will it create an employment relationship between the Client and the Walker. Company’s role is restricted solely to acting as a limited payment collection agent for the Walker to facilitate payment on behalf of the Walker through the People Walker Platform using a third-party payment service provider (“PSP”) in respect to the Services they perform. In acting as the limited payment collection agent for particular Services on the People Walker Platform, People Walker disclaims any other agency or authority to act on behalf of the Walker, and assumes no liability or responsibility for any acts or omissions of the Walker, either within or outside of the People Walker Platform.
- Billing and Payment
Users of the People Walker Platform contract for Services directly with other Users. Company will not be a party to any contracts for Services. Payment for Services through the People Walker Platform is made directly from the Client to the Walker via the PSP, and not by Company. Company is not obligated to pay Walker for Client’s failure to pay for Services. Charges will be inclusive of applicable taxes where required by law. Charges paid by Users are final and non-refundable unless otherwise determined by People Walker.
Users of the People Walker Platform will be required to provide their payment method details to Company and the PSP. Walkers are responsible for setting their own rates with their Clients. Clients will be responsible for paying the invoice for Services (the “Invoice”), which will include (i) the pricing terms of the Services agreed with and provided by a Walker (“Service Payment”), (ii) any tip or gratuity, if applicable, (iii) the per transaction “Service Fee” Company assesses to the Client as payable for the use of the People Walker Platform, and (iv) “Cancellation Fees” or “No-Show Fees,” if applicable. The amount of the Service Fee may vary but shall be retained by People Walker in its entirety.
Walkers will be responsible for paying (i) an application fee, if applicable (ii) Cancellation Fees or No-Show Fees, if applicable, and (iii) repayment of erroneous payments. Walkers will also be charged credit card processing fees equal to two and nine-tenths percent (2.9%) for each transaction by the PSP.
Users may cancel an appointment up to 24 hours before the appointment time with no charge. Any cancellations less than 24 hours prior to the appointment time will result in a $10.00 cancellation fee (“Cancellation Fee”). No-Show Fees are charged when a Walker arrived at the agreed upon location with Client, waited at least fifteen (15) minutes or more without their Client showing up, and messaged Client with no response back (“No Show”). A No Show will result in a fee equal to the full cost of the booking.
Walkers may be required to register with the PSP, agree to terms of service of the PSP, and go through a vetting process at the request of the PSP to set up their account with the PSP (the “PSP Services Agreement”). By accepting these Terms of Service, each Walker agrees that they have downloaded or printed, and reviewed and agreed to, the PSP Services Agreement. Please note that People Walker is not a party to the PSP Services Agreement and that you, the PSP and any other parties listed in the PSP Services Agreement are the parties to the PSP Services Agreement and that People Walker has no obligations, responsibility or liability to any Walker or other party under the PSP Services Agreement.
To help prevent fraud and safeguard User information from the risk of unauthorized access, Company and/or the PSP may validate an account before activation.
When Client receives confirmation through the People Walker Platform or via email that has been completed, Client automatically authorizes the PSP to process the Invoice.
Company reserves the right (but not the obligation), in its sole discretion, upon request from Client or Walker, or upon notice of any potential fraud, unauthorized charges or other misuse of the People Walker Platform, to (i) place on hold any Walker Payment, and/or tip or gratuity (if applicable) or (ii) refund or provide credits, or arrange for the PSP to do so.
Walker Payment and fees must be paid through the PSP as indicated on the People Walker Platform.
Users of the People Walker Platform will be liable for any taxes required to be paid on the Services provided under the Agreement.
Credit Card Authorization. Upon addition of a new payment method or each walk request, People Walker may seek authorization of your selected payment method to verify the payment method, ensure the walk cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
- Promotional Codes and Credits
People Walker may from time to time provide certain Users with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through the use of the People Walker Platform, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the People Walker Platform or the charges applied to you. All such promotions will be run at the sole discretion of Company, and can be activated, modified, or removed at any time by Company without advance notification. The liability of any of Company’s corporate partners pursuant to such promotional opportunities and contests shall be limited pursuant to Section 16 of these Terms of Service.
You may receive credits (“People Walker Credits”) or Promotional Codes (“Promo Codes”) that you can apply toward payment of certain charges upon completion of a walk. People Walker Credits and Promo Codes are only valid for use on the People Walker Platform, and are not transferable or redeemable for cash except as required by law. People Walker Credits and Promo Codes cannot be combined, and if the cost of your walk exceeds the applicable credit or Promo Code value we will charge your payment method on file for the outstanding cost of the walk. Promo Codes do not apply to the Service Fee or other charges. Additional restrictions on People Walker Credits and Promo Codes may apply as communicated to you in a relevant promotion.
- Public Areas; Acceptable Use
The People Walker Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, applications, job postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum. For the safety and integrity of the People Walker Platform, you should not share your personal contact information with other Users.
Without limitation, while using the People Walker Platform, you may not:
- Defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead or otherwise violate the legal rights (such as, but not limited to, rights of privacy, confidentiality, reputation, and publicity) of others, including Users and People Walker staff, or use information learned from the People Walker Platform or during the performance of Services to otherwise defame, abuse, harass, stalk, threaten, intimidate, misrepresent, mislead, or otherwise violate the legal rights of any other User or Company staff;
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene or unlawful topic, name, material or information on the People Walker Platform;
- Use the People Walker Platform for any unauthorized purpose, including, but not limited to posting or completing a Service in violation of local, state, provincial, national, or international law;
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any User, third party, or Company;
- Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer;
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly;
- Advertise or offer to sell any goods or services for any commercial purpose through the People Walker Platform which are not relevant to the Services offered through the People Walker Platform;
- Conduct or forward surveys, contests, pyramid schemes, or chain letters;
- Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments;
- Download any file posted by another User that a User knows, or reasonably should know, cannot be legally distributed through the People Walker Platform;
- Restrict or inhibit any other User from using and enjoying the Public Areas;
- Imply or state that any statements you make are endorsed by People Walker, without the prior written consent of People Walker;
- Use a robot, spider, manual, meta tag, “hidden text,” agent, robot, script, and/or automatic processes or devices to data-mine, data-crawl, scrape, collect, mine, republish, redistribute, transmit, sell, license, download, manage or index the People Walker Platform, or the electronic addresses or personal information of others, in any manner;
- Frame or utilize framing techniques to enclose the People Walker Platform or any portion thereof;
- Hack or interfere with the People Walker Platform, its servers or any connected networks;
- Adapt, alter, license, sublicense or translate the People Walker Platform for your own personal or commercial use;
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks or rights owned by People Walker and Affiliates;
- Upload content to the People Walker Platform that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals;
- Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner;
- Use the People Walker Platform to solicit for any other business, website or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the People Walker Platform as set forth herein;
- Use the People Walker Platform to collect usernames, email addresses, or other personal information of Users by electronic or other means;
- Use the People Walker Platform or the Services in violation of this Agreement;
- Use the People Walker Platform in a manner that is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining Company’s trade secret information for public disclosure or other purposes;
- Attempt to circumvent the payments system or service fees in any way including, but not limited to, processing payments outside of the People Walker Platform, providing inaccurate information on invoices, or otherwise invoicing in a fraudulent manner;
- Register under different usernames or identities after your account has been suspended or terminated, or register under multiple usernames or false identities, or register using a false or disposable email or phone number; or
- Cause any third party to engage in the restricted activities above.
You understand that all submissions made to Public Areas will be public and that you will be publicly identified by your name or login identification when communicating in Public Areas. People Walker will not be responsible for the action of any Users with respect to any information or materials posted in Public Areas.
- Mobile App Updates and Upgrades
- Termination and Suspension
Company may terminate or limit your right to use the People Walker Platform for any reason whatsoever including, but not limited to, investigations or belief that you have breached any provision of this Agreement (a “User Breach”), including but not limited to complaints against you or your low ratings, by providing you with written or email notice. Such termination or limitation will be effective immediately upon delivery of such notice.
If Company terminates or limits your right to use the People Walker Platform pursuant to this Section 8, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. If Company terminates or limits your right to use the People Walker Platform as a Client due to a User Breach, you will not be entitled to any refund of unused balance in your account.
Even after your right to use the People Walker Platform is terminated or limited, this Agreement will remain enforceable against you. Company reserves the right to take appropriate legal action, including but not limited to pursuing arbitration in accordance with Section 18 of these Terms of Service.
Company reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the People Walker Platform at its sole discretion. Company is not liable to you for any modification or discontinuance of all or any portion of the People Walker Platform. Company has the right to restrict anyone from completing registration as a Walker if Company believes such person may threaten the safety and integrity of the People Walker Platform, or if, in Company’s discretion, such restriction is necessary to address any other reasonable business concern.
You may terminate this Agreement at any time by ceasing all use of the People Walker Platform. All parts of this Agreement which by their nature should survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.
- Account, Password, Security, and Mobile Phone Use
You must register with Company and create an account to use the People Walker Platform (an “Account”). You are the sole authorized user of your account. You are responsible for maintaining the confidentiality of any log-in, password, and account number provided by you or given to you by Company for accessing the People Walker Platform. You are solely and fully responsible for all activities that occur under your password or account, even if not authorized by you. If you are accessing and using the People Walker Platform on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein. Company has no control over the use of any User’s account and expressly disclaims any liability derived therefrom. Should you suspect that any unauthorized party may be using your password or account or you suspect any other breach of security, you agree to contact Company immediately.
By providing your mobile phone number and using the People Walker Platform, you hereby affirmatively consent to People Walker’s use of your mobile phone number for calls and recurring texts, (including with an autodialer and/or prerecorded voice) in order to (a) perform and improve upon the People Walker Platform, (b) facilitate the carrying out of Services through the People Walker Platform, (c) provide you with information and reminders regarding your registration, orientation, upcoming Services, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Services and/or in follow up to any push notifications delivered through our mobile application. Company will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving texts messages from us by modifying your account settings on the Site or Apps, texting “STOP” in response to any texts, or by emailing Legal@ThePeopleWalker.com and specifying you want to opt-out of texts. You may opt-out of receiving calls from us by stating that you no longer wish to receive calls during any call with us, or by emailing Legal@ThePeopleWalker.com and specifying you want to opt-out of calls. You understand that we may send you a text confirming any opt-out by you.
- User Generated Content
“User Generated Content” is defined as any information and materials you provide to Company, its corporate partners, or other Users in connection with your registration for and use of the People Walker Platform, including without limitation that posted or transmitted for use in Public Areas. You are solely responsible for User Generated Content, and we act merely as a passive conduit for your online distribution and publication of your User Generated Content. You acknowledge and agree that People Walker is not involved in the creation or development of User Generated Content, disclaims any responsibility for User Generated Content, and cannot be liable for claims arising out of or relating to User Generated Content. Further, you acknowledge and agree that People Walker has no obligation to monitor, review, or remove User Generated Content, but reserves the right to limit or remove User Generated Content on the People Walker Platform at its sole discretion.
You hereby represent and warrant to Company that your User Generated Content (a) will not be false, inaccurate, incomplete or misleading; (b) will not be fraudulent or involve the sale of counterfeit or stolen items; (c) will not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary right or rights of publicity, personality or privacy; (d) will not violate any law, statute, ordinance, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, anti-spam or privacy); (e) will not be defamatory, libelous, unlawfully threatening, or unlawfully harassing; (f) will not be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (g) will not contain any viruses, Trojan Horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (h) will not represent you being employed or directly engaged by or affiliated with People Walker or purport you to act as a representative or agent of People Walker; and (i) will not create liability for Company or cause Company to lose (in whole or in part) the services of its ISPs or other partners or suppliers.
The People Walker Platform hosts User Generated Content relating to reviews and ratings of specific Walkers (“Feedback”). Such Feedback is such User’s opinion and not the opinion of Company, has not been verified or approved by Company and each Client should undertake their own research to be satisfied that a specific Walker is the right person for Services. You agree that Company is not responsible or liable for any Feedback or other User Generated Content. Company encourages each User to give objective, constructive and honest Feedback about the other Users with whom they have transacted. Company is not obligated to investigate any remarks posted by Users for accuracy or reliability but may do so at its discretion.
You hereby grant Company a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise all copyrights, publicity rights, and any other rights you have in your User Generated Content, in any media now known or not currently known in order to perform and improve upon the People Walker Platform.
Each Walker who provides to Company any videotape, film, recording, photograph, voice, or all related instrumental, musical, or other sound effects (collectively, “Media”), in exchange for the right to use the People Walker Platform, hereby waives any and all moral rights in connection with such Media and irrevocably grants to Company the non-exclusive, fully-paid, royalty-free, transferable, sublicensable, worldwide, unrestricted, and perpetual right to:
- Exhibit, distribute, display, transmit, and broadcast on any and all media, including, without limitation, the internet, any videotape, film, recording or photograph that such User provides to Company or that Company takes of Walker, and use, reproduce, modify, or creative derivatives of such Walker picture, silhouette and other reproductions of their physical likeness (as the same may appear in any still camera photograph and/or motion picture film or video) (collectively the “Physical Likeness”);
- Reproduce in all media any recordings of such Walker’s voice, and all related instrumental, musical, or other sound effects (collectively, the “Voice”), made in connection with the People Walker Platform;
- Use, and permit to be used, such Walker’s Physical Likeness and Voice in the advertising, marketing, and/or publicizing of the People Walker Platform in any media; and
- Use, and permit to be used, such Walker’s name and identity in connection with the People Walker Platform.
Each Walker warrants and represents that they have the lawful authority to grant the rights set out above.
Each Walker hereby waives all rights and releases People Walker and Affiliates from, and shall neither sue nor bring any proceeding against any such parties for, any claim or cause of action, whether now known or unknown, for defamation, invasion of right to privacy, publicity or personality or any similar matter, or based upon or relating to the use and exploitation of such Walker’s identity, likeness or voice in connection with the People Walker Platform.
Each Walker acknowledges that People Walker shall not owe any financial or other remuneration for using the recordings provided hereunder by such Walker, either for initial or subsequent transmission or playback, and further acknowledges that People Walker is not responsible for any expense or liability incurred as a result of such Walker’s recordings or participation in any recordings, including any loss of such recording data.
- Links to Third-Party Websites
The People Walker Platform may contain links (such as hyperlinks) to third-party websites. Such links do not constitute endorsement by Company or association with those websites, their content or their operators. Such links (including without limitation external websites that are framed by the People Walker Platform as well as any advertisements displayed in connection therewith) are provided as an information service, for reference and convenience only. Company does not control any such websites, and is not responsible for their (i) availability or accuracy, or (ii) content, advertising, products, or services. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. You acknowledge and agree that People Walker is not involved in the creation or development of third-party websites and disclaims any responsibility for third-party websites, and cannot be liable for claims arising out of or relating to third-party websites. Further, you acknowledge and agree that People Walker has no obligation to monitor, review, or remove links to third-party websites, but reserves the right to limit or remove links to third-party websites on the People Walker Platform at its sole discretion.
The use of any website controlled, owned or operated by third parties is governed by the terms and conditions of use and privacy policies for those websites. You access such third-party websites at your own risk. People Walker expressly disclaims any liability arising in connection with your use and/or viewing of any websites or other material associated with links that may appear on the People Walker Platform. You hereby agree to hold People Walker harmless from any liability that may result from the use of links that may appear on the People Walker Platform.
As part of the functionality of the People Walker Platform, you may link your account with online accounts you may have with third party service providers (such as Facebook) (each such account, a “Third-Party Account”) by either: (i) providing your Third-Party Account login information through the People Walker Platform; or (ii) allowing People Walker to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to People Walker and/or grant People Walker access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating People Walker to pay any fees or making People Walker subject to any usage limitations imposed by such third-party service providers. By granting People Walker access to any Third-Party Accounts, you understand that (i) People Walker may access, make available and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “SNS Content”) so that it is available on and through the People Walker Platform via your account, including without limitation any friend lists, and (ii) People Walker may submit and receive additional information to your Third-Party Account to the extent you are notified of this when you link your account with the Third-Party Account. Unless otherwise specified in these Terms of Service, all SNS Content, if any, shall be considered to be User Generated Content. Depending on the Third-Party Accounts you choose, and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the People Walker Platform. Please note that if a Third-Party Account or associated service becomes unavailable or People Walker’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content may no longer be available on and through the People Walker Platform. You will have the ability to disable the connection between your account on the People Walker Platform and your Third-Party Accounts at any time, as set forth below. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS. Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Company is not responsible for any SNS Content.
- Worker Classification and Withholdings
AS SET FORTH IN SECTION 1, PEOPLE WALKER DOES NOT PERFORM SERVICES AND DOES NOT EMPLOY INDIVIDUALS TO PERFORM SERVICES. EACH USER ASSUMES ALL LIABILITY FOR PROPER CLASSIFICATION OF SUCH USER’S WORKERS BASED ON APPLICABLE LEGAL GUIDELINES. IF YOU ARE A CLIENT, YOU INDEMNIFY AND HOLD PEOPLE WALKER AND AFFILIATES HARMLESS, AND IF YOU ARE A WALKER, YOU FULLY AND FINALLY RELEASE PEOPLE WALKER AND AFFILIATES, FROM ALL LIABILITIES, CLAIMS, CAUSES OF ACTION, DEMANDS, DAMAGES, LOSSES, FINES, PENALTIES OR OTHER COSTS OR EXPENSES THAT WALKERS MAY INCUR OR BECOME ENTITLED TO, WHETHER UNDER CONTRACT, COMMON LAW, CIVIL LAW, STATUTE OR OTHERWISE, IN RESPECT TO SERVICES OR SERVICE AGREEMENTS OR THE USE OF THE PEOPLE WALKER PLATFORM, INCLUDING WITH RESPECT TO MISCLASSIFICATION OF WALKERS AND THE TERMINATION OR CESSATION OF ANY SERVICES, SERVICE AGREEMENTS, THIS AGREEMENT OR THE USE OF THE PEOPLE WALKER PLATFORM.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Company. Each User acknowledges and agrees that People Walker does not, in any way, supervise, scope, direct, control or monitor a Walker’s work or Services performed in any manner. Company does not set a Walker’s work hours or location of work. People Walker will not provide any equipment, tools, labor or materials needed for a particular Service. People Walker does not provide any supervision to Users.
The People Walker Platform is not an employment agency service or business and People Walker is not an employer of any User. As such, People Walker is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a User’s use of the People Walker Platform.
This Section 12 in no way limits the generality of Section 16.
- Intellectual Property Rights
All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, trademarks, logos, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the People Walker Platform is owned by People Walker, excluding User Generated Content, which Users hereby grant People Walker a license to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. People Walker owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws governing copyright, patents, and other proprietary rights. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the People Walker Platform without People Walker’s express prior written consent and, if applicable, the holder of the rights to the User Generated Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of People Walker and, if applicable, the holder of the rights to the User Generated Content.
The service marks and trademarks of People Walker, including without limitation People Walker and People Walker logos, are service marks owned by People Walker. Any other trademarks, service marks, logos and/or trade names appearing via the People Walker Platform are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
- Copyright Complaints and Copyright Agent
People Walker respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the People Walker Platform infringe upon your copyright or other intellectual property right, please send the following information to People Walker’s Copyright Agent at: People Walker, Inc., 907 Westwood Blvd., #105, Los Angeles, CA 90024 or Legal@ThePeopleWalker.com:
- A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the People Walker Platform where the material you claim is infringed is located. Include enough information to allow People Walker to locate the material, and explain why you think an infringement has taken place;
- A description of the location where the original or an authorized copy of the copyrighted work exists — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
- Your address, telephone number, and e-mail address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
- An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
- Confidential Information
You acknowledge that Confidential Information (as defined below) is a valuable, special and unique asset of People Walker and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than using the People Walker Platform in accordance with these Terms of Service. If relevant, you may disclose the Confidential Information to your authorized employees and agents provided that they are also bound to maintain the confidentiality of Confidential Information. You shall promptly notify People Walker in writing of any circumstances that may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to People Walker upon termination of this Agreement for any reason whatsoever.
The term “Confidential Information” shall mean any and all of People Walker’s trade secrets, confidential and proprietary information, and all other information and data of People Walker that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, strategic and other proprietary and confidential information relating to People Walker or People Walker’s business, operations or properties, including information about People Walker’s staff, Users or partners, or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
- Disclaimer of Warranties
(a) Use Of The People Walker Platform Is Entirely At Your Own Risk
THE PEOPLE WALKER PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PEOPLE WALKER MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT PROVIDED THROUGH THE PEOPLE WALKER PLATFORM OR THE CONTENT OF ANY SITES LINKED TO THE PEOPLE WALKER PLATFORM AND ASSUMES NO LIABILITY OR RESPONSIBILITY IN CONTRACT, WARRANTY OR IN TORT FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PEOPLE WALKER PLATFORM, (III) ANY ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; AND (IV) EVENTS BEYOND OUR REASONABLE CONTROL.
People Walker does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third party through the People Walker Platform or any hyperlinked website or featured in any banner or other advertising, and People Walker will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate. Without limiting the foregoing, People Walker and Affiliates do not warrant that access to the People Walker Platform will be uninterrupted or that the People Walker Platform will be error-free; nor do they make any warranty as to the results that may be obtained from the use of the People Walker Platform, or Services provided through or in connection with the use of the People Walker Platform. People Walker and Affiliates are not responsible for the conduct, whether online or offline, of any User. People Walker and Affiliates do not warrant that the People Walker Platform is free from computer viruses, system failures, worms, trojan horses, or other harmful components or malfunctions, including during hyperlink to or from third-party websites. People Walker and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.
Notwithstanding any feature a Client may use to expedite People Walker selection, each Client is responsible for selecting their Walker and People Walker does not warrant any Services purchased by a Client and does not recommend any particular Walker. People Walker does not provide any warranties or guarantees regarding any Walker’s professional accreditation, registration or license.
In addition, no individual or entity shall be a third party beneficiary of these terms. These terms are solely for the benefit of the parties to this Agreement and are not intended to and shall not be construed to give any person or entity other than you any interest, remedy, claim, liability, reimbursement, claim of action or any other rights (including, without limitation, any third party beneficiary rights), with respect to or in connection with any agreement or provision contained herein or contemplated hereby.
(b) No Liability
You acknowledge and agree that People Walker is only willing to provide the People Walker Platform if you agree to certain limitations of our liability to you and third parties. Therefore, you agree not to hold People Walker and Affiliates, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the People Walker Platform, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by People Walker and Affiliates and any destruction of your User Generated Content.
UNDER NO CIRCUMSTANCES WILL PEOPLE WALKER AND AFFILIATES OR THEIR CORPORATE PARTNERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY PEOPLE WALKER, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PEOPLE WALKER PLATFORM OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN THEIR ENTIRETY.
PEOPLE WALKER AND AFFILIATES EXPRESSLY DISCLAIM ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS PEOPLE WALKER PLATFORM. PEOPLE WALKER AND AFFILIATES ALSO DO NOT ACCEPT ANY LIABILITY WITH RESPECT TO ANY SERVICES PERFORMED OR OBTAINED VIA THE PEOPLE WALKER PLATFORM.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT PEOPLE WALKER AND AFFILIATES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY YOU TO COMPANY DURING THE SIX (6) MONTHS PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Some jurisdictions do not allow the exclusion of certain warranties or limitation of liability for consequential or incidental damages, so certain aspects of the limitations above may not apply to you.
THE PEOPLE WALKER PLATFORM IS ONLY A VENUE FOR CONNECTING USERS. BECAUSE PEOPLE WALKER IS NOT A PARTY TO OR OTHERWISE INVOLVED IN THE ACTUAL CONTRACT BETWEEN USERS OR IN THE COMPLETION OF THE SERVICES, IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU HEREBY RELEASE PEOPLE WALKER AND AFFILIATES AND THEIR CORPORATE PARTNERS FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES (INCLUDING DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL, OR EXEMPLARY), EXPENSES, LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH READS AS FOLLOWS: “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 OR HER SETTLEMENT WITH THE DEBTOR.”
You hereby agree to indemnify, defend, and hold harmless People Walker and Affiliates, and their attorneys, insurers, independent contractors, providers, successors and assigns (the “Indemnified Parties”) from and against any and all Liabilities incurred in connection with (i) your use or inability to use the People Walker Platform or perform Services, or (ii) your breach or violation of this Agreement; (iii) your violation of any law, or the rights of any User or third party and (iv) any content submitted by you or using your account to the People Walker Platform, including, but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. You also agree to indemnify the Indemnified Parties for any Liabilities resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or loan on our infrastructure. People Walker reserves the right, in its own sole discretion, to assume the exclusive defense and control at its own expense of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of People Walker.
- Dispute Resolution – Arbitration & Class Action Waiver (U.S. Users)
USERS RESIDING IN THE UNITED STATES: PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND PEOPLE WALKER CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND PEOPLE WALKER TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Informal Negotiations
To expedite resolution and reduce the cost of any dispute, controversy or claim between you and People Walker (each a “Claim” and collectively “Claims”), you and People Walker agree to first attempt to negotiate any Claim (except those Claims expressly excluded below) informally for at least thirty (30) days before initiating any arbitration. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to People Walker, Inc., 907 Westwood Blvd., #105, Los Angeles, CA 90024, Attention: Legal. If necessary to preserve a Claim under any applicable statute of limitations, you or People Walker may initiate arbitration while engaging in the informal negotiations.
During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.
After a good faith effort to negotiate, if you or People Walker believe a Claim cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the Commercial Arbitration Rules (the “AAA Rules”).
(b) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND PEOPLE WALKER MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL CLAIMS BETWEEN YOU (EXCEPT THOSE EXPRESSLY EXCLUDED BELOW) IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate contained in this Section 18 (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives the termination of this Agreement and your relationship with Company.
Claims covered by this Arbitration Agreement include, but are not limited to, any dispute, claim or controversy whether based on past, present or future events arising out of or relating to: this Agreement and prior versions (including the breach, termination, enforcement, interpretation or validity thereof); the People Walker Platform, or Services; your relationship with People Walker; the threatened or actual suspension, deactivation or termination of your Account or this Agreement; payments made by you or any payments made or allegedly owed to you; any city, county, state or federal wage-hour law; compensation, breaks and rests periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, emotional distress; any promotions or offers made by Company; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Fair Labor Standards Act, Civil Rights Act of 1964, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Company and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters; and all other federal and state statutory and common law claims.
If there is a dispute about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), you and People Walker agree that this threshold dispute shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disputes, except as expressly provided below.
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND PEOPLE WALKER ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES WHICH BY THE TERMS OF THIS ARBITRATION AGREEMENT ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(c) Agreement Prohibiting Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and People Walker agree that any arbitration will be limited to the Claim between People Walker and you individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND PEOPLE WALKER ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and People Walker otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to Private Attorney General Act Claims brought against Company, which are addressed separately in Section 18(d) below.
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules (as defined below), disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(d) Representative PAGA Waiver
Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and People Walker agree not to bring a representative action on behalf of others under the California Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under PAGA, both you and Company agree that any such Claim shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “Representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act Claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the parties agree that court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(e) Rules and Logistics Governing Arbitration
The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. You and People Walker agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.
As part of the arbitration, both you and Company will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all Claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
(i) If Company initiates arbitration under this Arbitration Agreement, Company will pay all AAA filing and arbitration fees.
(ii) If a Client or Walker files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, Company will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the applicable AAA Rules.
(iii) If a Client or Walker files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, Company shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the Client or Walker shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which they perform Services, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the applicable AAA Rules.
(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
Unless you and Company agree otherwise, any arbitration hearings between Company and a Walker will take place in Los Angeles County, and any arbitration hearings between Company and a Client will take place in Los Angeles County. If AAA arbitration is unavailable in Los Angeles County, the arbitration hearings will take place in the nearest available location to Los Angeles County for a AAA arbitration.
(f) Exceptions to Arbitration
The following types of Claims may be, but are not required to be, arbitrated under the Arbitration Agreement:
- Claims for workers’ compensation, disability insurance and unemployment insurance benefits;
- Small claims actions that are within the scope of small claims court jurisdiction and brought on an individual basis;
- Applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights;
- A representative action brought on behalf of others under PAGA or other private attorney general acts, to the extent the representative PAGA Waiver in Section 18(d) is deemed unenforceable by a court of competent jurisdiction; and
- Claims that may not be subject to arbitration as a matter of general law not preempted by the Federal Arbitration Act.
Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint and instead may seek such relief only through arbitration under this Agreement. This Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
Except as otherwise provided in the severability provisions in Sections 18(c) and 18(d) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(h) Right to Opt Out of Arbitration Agreement
If you are a Walker, you may opt out of the Arbitration Agreement by notifying Company in writing within thirty (30) days of your agreement to these Terms of Service. To opt out, you must send a written notification to Company at People Walker, Inc., 907 Westwood Blvd., #105, Los Angeles, CA 90024 Attention: Legal, that includes (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
- Governing Law
Except as provided in Section 18 or expressly provided otherwise, this Agreement and your use of the People Walker Platform will be governed by, and will be construed under, the laws of the State of California, without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise.
- No Agency; No Employment
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this Agreement.
- General Provisions
Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. This Agreement constitutes the complete and exclusive agreement between you and Company with respect to its subject matter, and supersedes and governs any and all prior agreements or communications. The provisions of this Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable. Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” in Section 18, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable or, (2) if such provision cannot be so modified or restructured, it shall be severed from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. This Agreement may not be assigned or transferred by you without our prior written approval. We may assign or transfer this Agreement without your consent, including but not limited to assignments: (i) to a parent or subsidiary, (ii) to an acquirer of assets, or (iii) to any other successor or acquirer. Any assignment in violation of this Section 21 shall be null and void. This Agreement will inure to the benefit of Company, its successors and assigns.
Walkers alone are responsible for identifying and obtaining any required licenses, permits, or registrations, if necessary, before offering Services to Clients and undertaking Services. Indeed, certain types of services may be prohibited altogether, and it is the responsibility of Walkers to avoid such prohibited services. Penalties may include fines or other enforcement. If you have questions about how local laws apply to your Services on the platform, you can and should first seek separate legal guidance.
Because People Walker does not oversee, monitor or supervise the posting, scoping or performance of Services, Clients must determine for themselves whether a Walker is qualified to perform the specific Services at hand. Clients may wish to consult their state/provincial/territorial or local requirements to determine whether certain Services are required to be performed by a licensed professional.
- Changes to this Agreement and the People Walker Platform
- No Rights of Third Parties
None of the terms of this Agreement are enforceable by any persons who are not a party to this Agreement.
- Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures and other communications (collectively, “Notices”) to which this Agreement refers electronically including without limitation by e-mail or by posting Notices on the People Walker Platform. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in this Agreement, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by a recognized overnight delivery service.
If you have any questions about these Terms of Service or about the People Walker Platform, please contact us by email at Legal@ThePeopleWalker.com or by mail to 907 Westwood Blvd., #105, Los Angeles, CA 90024, USA.