Instawork Terms of Use
Last Modified: June 20, 2024
These Terms of Use (Canada) constitute a legally binding agreement (the “Terms” or “Agreement”) between you (“You”) and Instawork Canada Inc., a corporation incorporated under the laws of British Columbia (“Instawork Canada”), its affiliate, Advantage Workforce Services Canada Inc. (“AWSC”), and their respective parents, subsidiaries, representatives, affiliates, officers, and directors (collectively “Instawork”) governing Your use of the Instawork application (the “Application”), websites (including www.instawork.com), software, and technology platform (collectively, the “Services”). You and Instawork may each be referenced in these Terms as a “Party” or together as the “Parties.”
SECTION 14 OF THESE TERMS, (THE “MUTUAL ARBITRATION PROVISION”) REQUIRES, WITH LIMITED EXCEPTION THAT ALL DISPUTES BETWEEN YOU AND THE INSTAWORK ARBITRATING PARTIES (AS DEFINED BELOW) BE SUBMITTED ON AN INDIVIDUAL BASIS TO BINDING AND FINAL ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION, OR IN ANY PROCEEDING BEFORE A JURY OR IN A COURT OF LAW. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU AGREE TO BE BOUND BY THE MUTUAL ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
ACKNOWLEDGEMENT AND ACCEPTANCE OF AGREEMENT
By using any part of the Services, You agree to be bound by these Terms, our Privacy Policy and our Community Guidelines, which are incorporated herein by reference. You further agree that You have reached the age of majority in Your jurisdiction of residence and have legal authority to accept these Terms, If You do not want to be bound by these Terms or if You do not agree to these Terms, then You cannot use or access our Services.
In these Terms, “we,” “us,” “our’’ and “Instawork” all refer to Instawork. These words also include any independent contractors or vendors who sometimes do work for us or on our behalf. All references to “You” mean the person who accesses, uses, and/or participates in the Services, in any manner, and each of Your heirs, assigns, and successors. “You” may refer to either a “Professional” (a service provider who uses the Services in order to receive access to Partner Service Requests) or a “Partner” (a company or business using our Services to request service providers to fill one-time and/or recurring local work opportunities) or both, depending on context. If You use the Services on behalf of an entity, organization, or company, You represent and warrant that You have the authority to bind that entity to these Terms.
In addition to these Terms, depending on the reason You are accessing the Services, You may be required to agree to additional terms and conditions with Instawork, including:
● If You are a “Contractor Professional” (an independent contractor who uses the Services in order to receive access to Partner Requests and/or who performs such requests as an independent contractor), You must agree to Instawork Canada’s Contractor Services Agreement: https://www.instawork.com/legal/CA/gigs-contractor-services-agreement.
● If You are an “Employee Professional” (an employee of AWSC who uses the Services in order to receive access to Partner Requests and/or who performs such requests as an employee of AWSC), You must agree to AWSC’s Offer & Terms. For the purposes of these terms, Employee Professionals and Contractor Professionals are referred to collectively as “Professionals.”
● If You are a “Partner” (a company or business who uses the Services to request Professionals to fill one-time and/or recurring local work opportunities), You must agree to Instawork Canada and/or AWSC’s Online Services Agreement: https://www.instawork.com/legal/CA/gigs-online-services-agreement.
Notwithstanding the foregoing, these Terms govern Your use of and access to the Services, whether You are a Professional, Partner, Reference (as defined below), and/or otherwise. Further, in order to use many aspects of the Services, You must register for and maintain an active Services account (“Account”), and these Terms also govern Your Account and Your use of and access to Your Account.
We may amend these Terms from time to time. Any amendments will be effective upon Instawork’s posting of such updated Terms on our websites or through our Services (including our mobile applications). Your continued access or use of the Services after such posting confirms Your consent to be bound by the Terms, as amended. IF YOU DO NOT ACCEPT THIS AGREEMENT IN ITS ENTIRETY, DO NOT ACCESS OR USE THE SERVICES.
We’ve divided these Terms into sections so that You can more easily see which terms apply to everyone who uses our Services and which terms apply specifically to Professionals or Partners.
1. About Instawork
Instawork created, develops, and maintains an online software and mobile application platform on which Partners can contact and connect with Professionals to fill one-time and/or recurring work opportunities. Our Services: (a) Enable Partners to communicate requests for Professional(s) to fill staffing opportunities (each a “Partner Request”); (b) Enable Professionals and other potential users of our Services to communicate their contact information, work experience, and reference information to fill open work opportunities, in a format that Partners understand; (c) Facilitate the matching process between Professionals and Partner Requests. This matching turns an “Open Partner Request” (a Partner Request that has not been accepted by a Professional) into a “Partner Engagement” (a Partner Request that a Professional has accepted); and (d) Enable Professionals and to connect the their professional references (“References”) to Partners. Once a Professional has completed a Partner Engagement with a Partner, that Partner can leave feedback that’s visible to You and other Partners that use Instawork. If You do not agree with the feedback, You can let us know and we will review and potentially remove it. Our Services strive to make the information given to us by Professionals (and their References), Partners, and users available in the most relevant and efficient way, so that Professionals and users can find the work opportunities they want and Partners can find the workers they need. Our Services also enable Professionals to communicate with each other and Partners and Professionals to communicate with each other through the platform.
2. Your Relationship with Instawork
Contractor Professionals and Partners are independent contractors and are not employees of Instawork. Nothing in these Terms or as a result of their use of the Services shall be construed as creating a joint venture, partnership, employment, or agency agreement between Instawork and Contractor Professionals or Partners.
Employee Professionals (once approved and accepted by AWSC, and subject to the terms of AWSC’s Offer & Terms) are solely employees of AWSC and not employees of Instawork Canada, any other Instawork entity, or any Partner.
To access some features of the Service, You must register for an Account. When You register for an Account, You may be required to provide us with some information about Yourself (such as Your name, work history, e-mail address, phone number, profile image, and/or other contact information). You agree that the information You provide to us is accurate, current, and complete, and that You will keep it up-to-date at all times. When You register, You may be provided a numeric verification code and/or asked to provide a password. You are solely responsible for maintaining the confidentiality of Your Account and any verification code and/or password, and any password for Facebook, Google, or other third-party login. You accept responsibility for all activities that occur under Your Account. If You have reason to believe that Your Account is no longer secure, You must immediately notify us. If You are a Partner, you may do so by emailing us at partners@instawork.com, or if you are a Professional, by using in-app chat support. Instawork will not be liable and You may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by Instawork or a third party arising from someone else using Your Account due to Your conduct regardless of whether You have notified us of such unauthorized use. You understand and agree that we may require You to provide information that may be used to confirm Your identity and help ensure the security of Your Account.
3. General Terms
You acknowledge that Instawork does not and cannot control the behavior of all of the users of our Services, including Professionals and Partners. We do our best to make sure that all users of our Services comply with these Terms, but we aren’t responsible if they do not.
For Contractor Professionals and Partners who engage Contractor Professionals: You acknowledge that the engagement of a Contractor Professional to perform work (in the case of a Partner) or the performance of work for a Partner (in the case of a Contractor Professional) creates a direct business relationship between Partner and Contractor Professional. Once services have been rendered by a Contractor Professional, Instawork facilitates payment of applicable fees by the Partner to the Contractor Professional, but Instawork is neither the beneficiary of the work, nor does it undertake any responsibility for the nature or amount of payment for the work. Rather, all such engagements are between the Partners and the Contractor Professionals and as such, both Partners and Contractor Professionals retain the right to negotiate such fees at the time services are provided, and Instawork will coordinate with a Professional to modify fees accordingly.
4. Prohibited Uses
Use of our Services in the following ways is prohibited (this is not intended to be a complete or exhaustive list, but it will give You an idea of the sorts of things that are not allowed):
● Providing any User Content (as defined below) that violates any laws, infringes the rights (including the intellectual property rights) of others, is defamatory or otherwise creates liability for us;
● Copying our Services or using our Services to enable any service that is competitive with us;
● Posting links to any third-party websites through our Services;
● Scraping, scanning or otherwise using our Services or any information or the meta-data associated therewith to collect or compile data about other users (including Professionals or Partners);
● Reselling any information obtained from us or while using our Service;
● Attempting to compromise the integrity or security of the Services in any way;
● Decompiling, reverse engineering or disassembling the Services in any way;
● Reproducing, modifying, preparing derivative works based upon, distributing, licensing, leasing, selling, reselling, transferring, publicly displaying, publicly performing, transmitting, streaming, broadcasting or otherwise exploiting the Services in any way except as expressly permitted by Instawork;
● Accessing the Services using any automated processes (such as robots, spiders, etc.) for any reason; or
● Harassing, defaming or discriminating against anyone or any entity for any reason and/or engaging in conduct that violates Instawork’s Community Guidelines.
Further, You agree that You will not use the Services in any way that would violate any laws, infringe on any rights of others (including, without limitation, intellectual property rights and laws pertaining to non-discrimination, equal opportunity, and credit reporting), or otherwise create liability for Instawork.
For Contractor Professionals, Your use of the Services is strictly limited and granted solely to provide You the ability to seek to fill Open Partner Requests listed on or through the Services by Partners connected to You by or through the Services and/or to connect and communicate with other users. All other use is prohibited. Further, Your use of the Services is controlled by Instawork Canada’s Contractor Services Agreement, the terms of which shall control with respect to any conflict with these Terms.
For Employee Professionals, Your use of the Services must be done in compliance with any rules, policies, directions, or instructions given to You by AWSC. All other use is prohibited. Further, Your use of the Services is controlled by AWSC’s Offer & Terms, the terms of which shall control with respect to any conflict with these Terms.
For Partners, Your use of the Services is strictly limited and granted solely to provide You the ability to try to fill open work opportunities listed on or through the Services with workers connected to You by or through the Services and to connect and communicate with Professionals to fill direct work opportunities at your location. All other use is prohibited. Further, Your use of the Services is controlled by Instawork Canada and/or AWSC’s Online Services Agreement, the terms of which shall control with respect to any conflict with these Terms.
5. User Content
The Services may permit You to submit, upload, publish or otherwise make available on the Services textual, audio, video, and/or visual content and information, including Professional or Partner profiles, communications, commentary and feedback related to the Services and other third-party users, initiation of Services-related or support requests, and submission of entries for promotions (“User Content”) (that may or may not be viewable by other users) through the Services or through other communications with You, including, without limitation, through push notifications, in-app notifications, group chats, and text messages (SMS or otherwise) or multimedia messages (collectively, “Interactive Areas”). Instawork’s Services include a communications platform that acts as a passive conduit for the exchange of User Content between third-party users.
You acknowledge and agree that your receipt of, response to, use of, or reliance on any User Content through Instawork’s Services and/or Interactive Areas is at your own risk. Instawork does not contribute to, endorse, support, verify, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any User Content. All User Content is the sole responsibility of the person who originated and/or posted such User Content.
We are not liable for any delays, errors, omissions, loss or daamge incurred as a result of Your use of our Services, including but not limited to Your submission of Your User Content or Your receipt of, response to, use of, or reliance on any other User Content. Under no circumstances will Instawork be liable for denial of access to any content in our Services. Instawork is not responsible for incomplete, lost, late, undelivered or misdirected messages between users of our Services (including between Professionals, Partners and References).
5.1 Content You Provide
You are responsible for any User Content that You provide, including compliance with applicable laws, rules and regulations. You have choices about Your User Content, including the information You include on Your profile; if You are a Professional, this User Content may include, but is not limited to, Your background, education, work experience, skills, photograph(s) and/or location, and such User Content helps You to get more from our Services, including matching You to opportunities. It’s Your choice whether to include sensitive information or User Content on Your profile. Our Privacy Policy https://www.instawork.com/legal/CA/instawork-privacy-policy describes in detail what information we capture and how we use it.
You must use Your real name and all the information You give us must be truthful and honest at all times. As stated above, we do not verify the accuracy or completeness of any information submitted to or through our Services, and thus we cannot guarantee the identity of the other users You may communicate with. If You see any information about You that is inaccurate, You must report it to Instawork. If you are a Partner, you can do so by emailing us at partners@instawork.com, and if You are a Professional, you can do so by using in-app chat support.
5.2 Use of Your Content
You acknowledge that any User Content provided by You remains Your property. Further, You acknowledge that Instawork does not provide any compensation for User Content that You post on or through the Services. You agree that User Content that You post on or through the Services shall be deemed to be non-confidential and non-proprietary, and Instawork shall have no obligation of any kind with respect to such information. By providing Your User Content to Instawork, You grant Instawork a worldwide, perpetual, irrevocable, transferable, royalty-free, non-exclusive license, with the right to sublicense, to use, copy, reproduce, edit, adapt, translate, modify, create derivative works of, distribute, publicly display, publicly perform, sell, lease, transmit, communicate to the public, disassemble, publish and otherwise exploit in any manner such User Content in connection with Instawork, or its partners’ and/or affiliates’ business(es), in whole or in part, in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Instawork’s business and on third-party sites and services), for any purpose whatsoever, including without limitation for promoting or redistributing part or all of the Services (and derivative works thereof) in any media formats and through media channels, without further notice to or consent from You, unless expressly agreed otherwise in writing, and without the requirement of payment to You or any other person or entity. Further, Instawork shall be free to use any ideas, concepts, know-how or techniques contained in User Content for any purpose whatsoever in connection with our business or the business of our partners or affiliates, without notice to, approval by, or compensation to You, including but not limited to developing, manufacturing and marketing products incorporating such information. In the interest of clarity, the license granted to Instawork shall survive termination of the Services or deactivation of Your Account.
5.3 User Content Review
You acknowledge and agree that Instawork and/or its designees may or may not (but do not assume any obligation to) review User Content on the Services. You further acknowledge and agree that Instawork reserves the right (but does not assume any obligation) in its sole discretion to reject, move, edit or remove any User Content on the Services for any reason, including but not limited to its determination, in its sole discretion, that the User Content violates these Terms, our Privacy Policy, Community Guidelines, or is otherwise objectionable. You acknowledge and agree that Instawork does not verify, adopt, ratify, or sanction User Content, and You agree that You must evaluate and bear all risks associated with Your use of User Content or Your reliance on the accuracy, completeness, or usefulness of User Content
6. Users Outside Ontario, Manitoba, Alberta and British Columbia
Although the Services are accessible over the Internet and therefore available worldwide, the Services described herein are intended for persons/entities located in and business conducted in the provinces of Ontario, Manitoba, Alberta and/or British Columbia, Canada. If You choose to access the Services from locations outside these provinces, such conduct is at Your own risk. The Services are subject to the laws of Canada and applicable provincial laws, which may differ from the laws and regulations in Your jurisdiction, and You are responsible for compliance with any local laws and regulations. Nothing in the Services should be interpreted as a promotion or solicitation for any service of any nature that is not authorized by the laws and regulations of the jurisdiction where You are located.
For persons/entities located in and business conducted in the United States, please visit https://www.instawork.com/legal/US/instawork-terms-of-use.
7. Third Parties
During use of the Services, You may provide work for a Partner (as a Professional) or receive work from a Professional (as a Partner) through the Services. Any such activity, and any interactions, disputes, terms, conditions, warranties or representations associated with that activity, is solely between You and the applicable third-party. Instawork and its licensors shall have no liability, obligation or responsibility for any purchase or transaction between You and any third-party provider. In no event shall Instawork or its licensors be responsible for any content, products, services or other materials on or available from third-party sites or third-party providers. Certain third-party providers of goods and/or services may require Your agreement to additional or different terms and conditions prior to Your engagement, and Instawork disclaims any and all responsibility or liability arising from such agreements between You and a third party.
8. Disclaimer of Warranty
YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY INSTAWORK TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. INSTAWORK MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES. INSTAWORK DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICES OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
INSTAWORK’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INSTAWORK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
INSTAWORK RELIES UPON PROFESSIONALS AND PARTNERS TO PROVIDE ACCURATE INFORMATION. INSTAWORK DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE SERVICES IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICES IS SOLELY AT YOUR OWN RISK.
INSTAWORK DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICES ADVERTISED OR OFFERED BY A WORKER OR BUSINESS OR OTHER THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND INSTAWORK WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN PROFESSIONALS AND PARTNERS, OR ANY OTHER THIRD-PARTY PROVIDERS OR PURCHASERS OF PRODUCTS OR SERVICES.
9. Limitation of Liability
IN NO EVENT SHALL INSTAWORK’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF TWO THOUSAND DOLLARS ($2000) OR THE ACTUAL AMOUNT OF MONEY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE DATE OF YOUR CLAIM AGAINST US. IN NO EVENT SHALL INSTAWORK OR ANY OF OUR AGENTS, SUBSIDIARIES, AFFILIATES (INCLUDING PARTNERS), OFFICERS, DIRECTORS, REPRESENTATIVES, EMPLOYEES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO THE RESULTS OF YOUR USE OF THE SERVICES, EVEN IF WE AND/OR OUR LICENSORS WERE PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SERVICES CONNECT PROFESSIONALS WITH PARTNERS FOR THE PURPOSES OF FACILITATING PARTNER ENGAGEMENTS. INSTAWORK WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY PROFESSIONAL OR PARTNER, AND YOU EXPRESSLY WAIVE AND RELEASE INSTAWORK FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO PROFESSIONALS OR PARTNERS. INSTAWORK WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS OR WORK PRODUCT PROVIDED BY PROFESSIONALS OR PARTNERS THROUGH THE SERVICES, AND YOU EXPRESSLY WAIVE AND RELEASE INSTAWORK FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO PROFESSIONALS OR PARTNERS. INSTAWORK WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES, BETWEEN PROFESSIONALS AND ANY PARTNER. RESPONSIBILITY FOR THE DECISIONS PROFESSIONALS AND PARTNERS MAKE REGARDING SERVICES OFFERED AND ENGAGED VIA THE SERVICES (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH THE PROFESSIONAL AND PARTNER. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE INSTAWORK FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICES, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICES.
THE QUALITY OF THE PROFESSIONAL OR PARTNER PROVIDING SERVICES THROUGH THE USE OF THE SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE PROFESSIONAL OR PARTNER WHO ULTIMATELY PROVIDES OR ENGAGES THE SERVICES. YOU UNDERSTAND THAT BY USING THE SERVICES, YOUR ITEMS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS OR HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICES AT YOUR OWN RISK.
10. Indemnification
You are responsible for Your use of the Services, and You agree to defend (at Instawork’s option), indemnify, and hold harmless Instawork and its subsidiaries, affiliates (including Partners), subsidiaries, agents, successors, and assigns, and their officers, directors, employees, contractors, consultants, investors, and service providers from and against every claim, liability, damage, loss, and expense, including reasonable legal fees and costs, arising out of or in any way connected with:
i. Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
ii. Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
iii. Any dispute or issue between You and any third party, including any worker, business, or other third-party.
Instawork reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations) and You agree to cooperate with our defence of that claim. If the defence or settlement is assumed by You, Instawork may at any time thereafter elect to take over control of the defence and settlement of the claim. You must not settle any claim that You are defending on behalf of Instawork without Instawork’s prior written consent.
This provision does not require You to indemnify Instawork for any unconscionable commercial practice by such party, or for such party’s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
You agree that the provisions in this section will survive any termination of Your Account, this Agreement, or Your access to the Services.
11. Communications
CONSENT TO RECEIVE COMMUNICATIONS: By using the Service, You agree and consent to be contacted by, and to receive and accept communications from Instawork and authorized partners, representatives, and/or affiliates via different communication methods, including but not limited to email(s), text message(s) (SMS or otherwise), push notification(s), in-app notification(s), and/or phone call(s) to contact information, including telephone number(s), You provide to Instawork. By consenting to being contacted, You understand and agree that You may receive communications—including artificial or pre-recorded messages and/or communications through automated systems, such as automatic telephone dialing systems—sent by or on behalf of Instawork on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning Your Account, sign up progress to become a Professional or a Partner, use of the Services; (2) communications relating to the Services, including incentive offers; (3) promotions, advertising, and/or marketing; (4) news concerning Instawork and industry developments that affect Your relationship with Instawork; and (5) Account verification communications. Message and data rates may apply. By consenting to be contacted, You represent that the telephone number(s) that You have provided to Instawork are Your contact numbers, that You are permitted to receive calls at such telephone number(s), and that You will promptly alert Instawork whenever You stop using or change a particular telephone number.
MARKETING COMMUNICATIONS & OPT-OUT: By using the Services, You agree and consent that Instawork, its partners, affiliates, and/or representatives may contact You (including for marketing and promotional purposes from Instawork or our third-party partners where permitted by law) by email, phone, in-app notifications, push notifications, text message(s) (SMS or otherwise), or by other comparable means (including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems) at the email address(es), phone(s), or phone number(s) You provide to Instawork. YOU CAN UNSUBSCRIBE FROM INSTAWORK’S MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF OR EMAIL UNSUBSCRIBE@INSTAWORK.COM. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING EMAILS, INSTAWORK MAY STILL SEND YOU EMAILS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN THE PARTIES. FURTHER, IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES (SMS OR OTHERWISE), IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF USING INSTAWORK.
The Services permit Professionals to identify References and provide telephone numbers and other contact information for References. You agree that, if You provide us with such information, You have obtained (i) the Reference’s permission to share his, her, or its contact information with us and any Partner from which You are seeking a temporary job (including a gig) or permanent job; and (ii) the Reference’s consent for us, our subsidiaries and affiliates (including Partners), and any Partner from which You are seeking a temporary job (including a shift) or permanent job to communicate with the Reference by any means, including phone call or text message (SMS or otherwise), about a reference for You at the phone number or other contact source You provide for the Reference. You agree to immediately notify us in writing if any Reference revokes any such permission or consent, and to immediately remove such References from your Account.
12. Intellectual Property Rights
Instawork retains all rights and ownership in and to the Services (including all intellectual property rights therein), except as otherwise expressly provided herein. These rights include, without limitation, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. We always appreciate suggestions for enhancements and new features and functionality in our Services (“Feedback”), but if You communicate those Feedback to us in any way, You hereby give ownership of and assign those ideas (and waive all moral rights therein) to us completely and we can do what we like with them without owing You anything. You agree to execute any documents as we may require to confirm and affect such assignment and waiver.
Instawork and other Instawork logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks, or trade dress of Instawork in Canada, the United States and/or other countries (collectively, the “Instawork Marks”). If You use the Services as a Partner or Professional, Instawork grants to You, during the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Instawork Marks solely with Your use of the Services (“License”). The License is non-transferable and non-assignable, and You shall not grant any third party any right, permission, license, or sublicense with respect to any of the rights granted hereunder without Instawork’s prior written permission, which it may withhold at its sole discretion. The Instawork Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that Instawork is the owner and licensor of the Instawork Marks, including all goodwill associated therewith, and Your use of the Instawork Marks, if any, will confer no additional interest in or ownership of the Instawork Marks in You, but rather inures to the benefit of Instawork. You waive any rights You may have as a licensee pursuant to section 50(3) of the Trademarks Act (Canada).
Violation of any provision of this License may result in immediate termination of the License, in Instawork’s sole discretion.
13. Notice of Any Claimed Copyright Infringement
It is the policy of Instawork, in appropriate circumstances, to terminate the registration account of a user who is deemed to infringe third-party intellectual property rights and/or to remove user content that is deemed to be infringing. If You believe that Your work has been copied in a way that constitutes copyright infringement and is displayed on the Service, please contact us at copyright@instawork.com or Instawork, Attn: Copyright Agent, 548 Market Street, PMB 63152, San Francisco, CA 94104-5401, with the following:
i. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
ii. A description of Your copyrighted work or other intellectual property that You claim has been infringed;
iii. A description of where the material You claim is infringing is located on the Services (providing us with website URL is the quickest way to help us locate content quickly);
iv. Your address, telephone number, and email address;
v. 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; and
iv. A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please note that the above contact information is for intellectual property infringement notices only. DO NOT CONTACT OUR COPYRIGHT AGENT FOR OTHER INQUIRIES OR QUESTIONS. For other inquiries or questions, if You are a Partner, please contact us by emailing us at partner@instawork.com, and if You are a Professional, you can do so by using in-app chat support. Please also note that, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
14. Mutual Arbitration and Dispute Resolution
14.1 Arbitration of Disputes. Instawork Canada, AWSC, and their corporate parents, subsidiaries, affiliates (including Partners), successors assigns, and all of their officers, directors, employees, and/or agents (together, the “Instawork Arbitrating Parties”) and You mutually agree to this arbitration agreement, pursuant to which You and the Instawork Arbitrating Parties (each, an “Arbitrating Party,” and together, the “Arbitrating Parties”) agree to resolve any and all disputes arising out of or relating to this Agreement or any related agreement (each, a “Dispute”) exclusively through final, binding, arbitration, in accordance with this Mutual Arbitration Provision. However, this Mutual Arbitration Provision does not cover disputes that, as a matter of law, may not be subject to pre-dispute arbitration agreements.
14.2 Informal Dispute Resolution. Before commencing arbitration, the Arbitrating Parties must engage in a good-faith effort to resolve any Dispute covered by this Mutual Arbitration Provision through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conference shall be individualized such that a separate conference must be held each time either Arbitrating Party intends to commence individual arbitration; multiple Partners. If either Party is represented by counsel, that Party's counsel may participate in the informal telephonic dispute resolution conference, but the Party also must appear at and participate in the conference. The Arbitrating Party seeking resolution of a Dispute must give notice to the other Arbitrating Party in writing (a “Dispute Notice”), and the informal telephonic dispute resolution conference shall occur within thirty (30) and sixty (60) days of the other Party receiving such Dispute Notice, unless all Arbitrating Parties involved in the Dispute agree in writing to extend the time period for such telephonic dispute resolution conference to occur. In the interval between the Party receiving such notice and the informal telephonic dispute resolution conference (“Negotiation Period”), nothing in this Mutual Arbitration Provision shall prohibit the Arbitrating Parties from engaging in informal communications to resolve the initiating Party’s claims. Engaging in an informal telephonic dispute resolution conference is a condition precedent that must be fulfilled before commencing individual arbitration, and the arbitrator shall dismiss any arbitration filed without fully and completely complying with this informal dispute resolution procedure. If an arbitration is dismissed because an Arbitrating Party failed to comply with this informal dispute resolution procedure, the Parties agree that the Arbitrating Party that failed to comply with the informal dispute resolution procedure shall be responsible for paying any arbitration filing fees and costs incurred by the other Party. The statute of limitations and any filing fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.
14.3 CLASS ACTION WAIVER. The Arbitrating Parties further agree that by entering into this Agreement, they waive the right to have any Dispute brought, heard, administered or resolved as a class action or a group action, or to otherwise participate in a class action (the “Class Action Waiver”). Notwithstanding the foregoing, this subsection shall not apply to the extent that applicable consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute. For greater certainty, by entering into this Agreement, the Arbitrating Parties are each agreeing not to commence or participate in a class proceeding or other aggregate action in respect of any Dispute. However, this subsection does not prevent You or Instawork from participating in a classwide settlement that would resolve or release the relevant Dispute. Except as provided for in this Mutual Arbitration Provision, the arbitrator may not consolidate an arbitration conducted under this Mutual Arbitration Provision with any other arbitration.
14.4 Arbitration Proceedings. If the Arbitrating Parties are unable to resolve a Dispute within thirty (30) days of delivery of the Dispute Notice (or any extended timeframe that is agreed upon in writing by all Arbitrating Parties involved in the Dispute), an Arbitrating Party seeking resolution of a Dispute shall commence arbitration under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules (the “ADR Rules”), a current copy of which are available here. You acknowledge receipt of, and a reasonable opportunity to review, the ADR Rules. The arbitration will be conducted in English. The seat of arbitration will be Toronto, Ontario, and the arbitration will be conducted in accordance with the Ontario Arbitration Act, 1991, S.O. 1991, c. 17, as amended or replaced. The location of the arbitration hearing will be Toronto, Ontario, Winnipeg, Manitoba, Calgary, Alberta or Vancouver, British Columbia, at Your election, or may be held virtually if so agreed by the Arbitrating Parties or ordered by the arbitrator. The Arbitrating Parties acknowledge that they (or any of them) are or may become counterparties to other agreements (and/or arbitration agreements), and, where there is a dispute under any other such agreement concurrent with and/or related to a Dispute hereunder, the parties hereby consent and agree that such dispute(s) will proceed as a single arbitration (or if applicable, will be consolidated into a single arbitration) with any Dispute covered by this Mutual Arbitration Provision.
14.5 Confidentiality. The Dispute and the arbitration proceedings, including all materials submitted or generated in connection therewith and any award resulting therefrom, will be handled in a private and confidential manner and will not be disclosed to any non-party to the arbitration, except: (i) as required by law; (ii) to the extent that disclosure is reasonably necessary for the purposes of obtaining professional advice; or (iii) to the extent disclosure is necessary to enforce an award made by an arbitrator. The Arbitrating Parties agree not to make, or assist others in making, any public comments or statements, including any statements to any news media entity or through social media, concerning the Dispute or the proceedings.
14.6 Agency Investigations. Regardless of any other terms of this Mutual Arbitration Provision, nothing herein prevents the Arbitrating Parties from making a report to or filing a claim, application or charge with an applicable governmental or administrative agency or tribunal, including, without limitation, any applicable provincial ministry of labour, workers’ compensation board, labour board, health and safety regulator, employment standards regulator,chuman rights commission or tribunal, or any other federal, provincial, or local government agency with authority to investigate such claim or charge (collectively, “administrative agencies”) if the terms of applicable legislation entitles such Arbitrating Party to do so and precludes exclusive pre-dispute recourse to arbitration. This Mutual Arbitration Provision also does not prevent administrative agencies from adjudicating such claims, applications or charges and awarding remedies based on such claims applications or charges. For the avoidance of any doubt, administrative agencies do not include provincial, federal or other courts. Neither Arbitrating Party will retaliate against the other Arbitrating Party for filing a claim with an administrative agency or for exercising rights in respect of any matter before any administrative agency.
14.7 No Change To Status. You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Your status as a Contractor Professional, Employee Professional, or Partner (whichever, if any, applies) in fact and/or in law.
14.8 Right To Consult With Legal Counsel. You have the right to consult with private legal counsel of Your choice, at Your own expense, with respect to any aspect of, or any claim that may be subject to this Mutual Arbitration Provision.
14.9 Severability. In the event any section, subsection, or portion of this Mutual Arbitration Provision is deemed unenforceable, it shall be severed from the Agreement such that the remainder of this Mutual Arbitration Provision shall be enforceable to the fullest extent permitted by law. In any case in which (1) the Dispute is filed as a class, collective, mass, or representative action, and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid or unenforceable, the class, collective, mass, or representative action to that extent must be severed and litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is valid and enforceable shall be enforced.
15. Modification of Terms
Instawork reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice, and such changes will be effective immediately upon posting, except as set forth herein. In the case of a material change to the Terms, including a material change to the Mutual Arbitration Provision, Instawork will notify You of changes by posting on the Instawork Website, sending You a message, and/or otherwise notifying You when You are logged into Your Account. Such modifications will become effective thirty (30) days after the earliest of: (a) the modification being posted in the Services; or (b) Instawork’s transmission of a message to and/or otherwise notifying You about the modifications (collectively, the “Notice Period”). Your continued use of the Services after the Notice Period shall constitute Your consent to the changes. If You do not agree, You cannot use the Services. You acknowledge and agree that if Instawork modifies any provision of these Terms (including any information referenced at hyperlinks), other than the Mutual Arbitration Provision, You will not have a renewed opportunity to opt out of arbitration. You further acknowledge and agree that unless the Mutual Arbitration Provision is materially different from any prior arbitration provision with Instawork to which You may be bound, Your acceptance of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable).
16. Confidentiality
You acknowledge and agree that when using the Services, You may have direct or indirect access or exposure to Instawork’s confidential information as well as confidential information of other users, including Professionals and Partners (“Confidential Information”). Confidential Information includes Instawork’s or its users’ (e.g. Professionals’ and Partners’) data, information, identities, qualifications, general characteristics, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Instawork designates as being proprietary or confidential or that You should reasonably know to treat as confidential.
Without limiting any other or additional obligations of confidentiality, You acknowledge and agree that: (1) all Instawork’s Confidential Information shall remain the exclusive property of Instawork; (2) You shall not use Confidential Information for any purpose except in furtherance of Your use of the Service; (3) You shall not disclose Confidential Information to any third party; and (d) You shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of Your use of the Services or at the request of Instawork. Notwithstanding the foregoing, Your obligations shall not apply to Confidential Information to the extent it: (1) is or becomes part of the public domain through no action or omission by You; (2) was possessed by You prior to Your use of the Services without an obligation of confidentiality; or (3) is disclosed to You by a third party having no obligation of confidentiality with respect thereto.
17. General
17.1 Governing Law. These Terms are governed by the laws of the province of Ontario, and the federal laws of Canada applicable therein without regard to conflict of law principles. Subject to the Mutual Arbitration Provision set forth above, You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES (INCLUDING YOUR USE OF AND ACCESS TO INSTAWORK’S MOBILE APPLICATIONS AND WEBSITES) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either Party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, or You have otherwise violated any of Your use and access restrictions above, in which case the Parties acknowledge and agree that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. No joint venture, partnership, employment, or agency relationship exists between You, Instawork or any third-party provider as a result of the Terms or use of the Services, unless otherwise expressly agreed in writing.
17.2 Waiver and Severability. Except as explicitly described in the Mutual Arbitration Provision above, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Instawork to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Instawork in writing.
17.3 Entire Agreement. These Terms comprise the entire agreement between You and Instawork with respect to the subject matter contained in these Terms and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.
17.4 Modifications to the Instawork Platform. Instawork reserves the right at any time to modify or discontinue, temporarily or permanently, the Instawork Platform or the Services (or any part thereof) with or without notice. You agree that Instawork shall not be liable to You or to any third party for any modification, suspension or discontinuance of the Instawork Platform or the Services.
18. Notice
Instawork may give notice by any means of communication reasonably anticipated to notify You of the information provided. You agree that all notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that You have the ability to store such electronic communications such that they remain accessible to You in an unchanged form. By way of example only, such communication may be a general notice on the Services or via email to the email address listed on Your Instawork Account. It is Your obligation to update Your Account information so that we may contact You as may be necessary. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent via first class mail or pre-paid post) or upon dispatching (if sent via electronic communication). You may give notice to Instawork, addressed to the attention of Legal, and such notice shall be deemed given when received by Instawork by letter delivered by a nationally recognized overnight delivery service or first class postage prepaid mail to Instawork, Attn: Legal Department, 548 Market Street, PMB 63152, San Francisco, CA 94104-5401.
19. Voluntary Nature of Agreement
You acknowledge and agree that You are executing this Agreement voluntarily and without any duress or undue influence by Instawork or anyone else. You further acknowledge and agree that You have carefully read this Agreement and that You have asked any questions needed for You to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that You are waiving Your right to a jury trial. Finally, You agree that You have been provided an opportunity to seek the advice of any attorney of Your choice before signing this Agreement.
20. Assignment
You may not assign or transfer these Terms or Your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without Your notice or consent. Any purported assignment by You in violation of this section shall be void.
21. Term and Termination
These Terms are effective until terminated by You or Instawork as described below. Subject to the minimum requirements of any applicable legislation and, if applicable, AWSC’s Offer & Terms: (i) Your rights under these Terms will terminate automatically without notice from Instawork if You fail to comply with any of these Terms (including by violating any license restriction contained in these Terms), (ii) Instawork may in its sole discretion terminate Your user Account on the Services or suspend or terminate Your access to the Services at any time without notice, (iii) Instawork may in its sole discretion modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Services) without notice to You, (iv) Instawork will have no liability whatsoever on Account of any change to the Services or any suspension or termination of Your access to or use of the Services, and (v) You may terminate these Terms at any time by closing Your Account, uninstalling the App, and ceasing use of the Services. The sections intended to survive termination, including Sections 5-22, survive termination of Your Account or these Terms.
22. Additional Terms for Users of our Mobile Applications
Instawork offers software applications that may be made available through the Apple App Store, Android Marketplace or other distribution channels (“Distribution Channels”). If You obtain such Software through a Distribution Channel, You may be subject to additional terms of the Distribution Channel. These Terms are between You and us only, and not with the Distribution Channel. To the extent that You utilize any other third party products and services in connection with Your use of our Services, You agree to comply with all applicable terms of any agreement for such third party products and services. With respect to Software that is made available for Your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms, the following terms and conditions apply:
● Instawork and You acknowledge that these Terms are concluded between Instawork and You only, and not with Apple Inc. (“Apple”), and that as between Instawork and Apple, Instawork, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
● You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
● Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that You own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
● Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
● Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to You, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Instawork’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
● Instawork and You acknowledge that Instawork, not Apple, is responsible for addressing any claims of You or any third party relating to the Apple-Enabled Software or Your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
● In the event of any third-party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Instawork and Apple, Instawork, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
● You represent and warrant that (i) You are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) You are not listed on any U.S. Government list of prohibited or restricted parties.
● If You have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Instawork by mail at Instawork, Attn: Legal Department, 548 Market Street, PMB 63152, San Francisco, CA 94104-5401; or, if you are a Partner, by emailing us at partners@instawork.com; or, if You are a Professional, by using in-app chat support.
Instawork and You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon Your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against You with respect to the Apple-Enabled Software as a third-party beneficiary thereof.