Instawork Terms of Use

Last Modified: October 10, 2024

These Terms of Use constitute a legally binding agreement (the “Terms” or “Agreement”) between you (“You”) and Garuda Labs, Inc. dba Instawork, a Delaware corporation, its 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.”

PLEASE NOTE: SECTION 14 OF THESE TERMS (THE “MUTUAL ARBITRATION PROVISION”) REQUIRES THE PARTIES TO RESOLVE DISPUTES BETWEEN YOU AND THE INSTAWORK ARBITRATING PARTIES (AS DEFINED BELOW) BE ARBITRATED ON AN INDIVIDUAL BASIS TO THE FULLEST EXTENT PERMITTED BY LAW. PLEASE READ IT CAREFULLY. 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 are at least eighteen (18) years old 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 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, Professionals must accept Instawork’s Contractor Services Agreement, and Partners must accept Instawork’s 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 connect with Professionals to fill one-time and/or recurring work opportunities. Our Services enable Professionals and other potential users of our Services to communicate their contact information, work experience, and reference information directly to Partners seeking to fill open work opportunities in a format that Partners understand. Our Services also enable eligible Professionals to find temporary work as contractors (or in some cases, where specified, employees) and we facilitate that matching process. For contractors, we also facilitate payment to Professionals for that work. Our Services also enable Partners to communicate “Partner Requests” (a request for Professional(s) to fill worker opportunities posted by a Partner through the Services) and the criteria they are using to match with a Professional; 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 for which the Professional has agreed to perform services for the Partner). Our Services also enable Professionals to connect their professional references (“References”) to Partners. Once You’ve 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.  If you maintain in good standing an open debit card account made available through Instawork (an “Instawork Debit Account”), the Services include access to such Instawork Debit Account subject to the terms of the Instawork Debit Account Agreement.  

  1. Your Relationship with Instawork

Professionals and Partners are independent contractors and are not employees of Instawork (except as otherwise expressly agreed in writing by the Parties). Nothing in these Terms or as a result of Your use of the Services shall be construed as creating a joint venture, partnership, employment, or agency agreement between Instawork and You.

To access some features of the Services, 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.

  1. General Terms

You acknowledge that Instawork does not and cannot control the behavior 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.

You acknowledge that the engagement of a Professional to perform work (in the case of a Partner) or the performance of work for a Partner (in the case of a Professional) creates a direct business relationship between Partner and Professional. Once services have been rendered by a Professional, Instawork facilitates payment of applicable fees by the Partner to the 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 Professionals and as such, both Partners and 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.

3.1 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):

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 the Fair Credit Reporting Act), or otherwise create liability for Instawork.

For 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, to connect and communicate with other users, and, if you maintain in good standing an open debit card account through Instawork (an “Instawork Debit Account”), for use of the Instawork Debit Account. All other use is prohibited. Further, Your use of the Services is controlled by Instawork’s Contractor Services Agreement, 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’s Online Services Agreement, the terms of which shall control with respect to any conflict with these Terms

  1. 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, text messages (SMS or otherwise) or multimedia (“MMS”) 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 damage 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).

  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 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.

  1. 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 Instawork Account.
  2. 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, 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.
  1. Users Outside the US

Although the Services are accessible over the Internet and therefore available worldwide, the Services are intended for residents of and business in the United States. If You choose to access the Services from locations outside the United States, such conduct is at Your own risk and subject to the laws of the United States, which may differ from the laws and regulations in the country where You are located, 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 country where You are located.

  1. Third Parties

During use of the Service, You may provide work for a Partner (as a Professional) or engage 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.

You may install or enable third-party services for use with the Services, such as online applications, payment processors, offline software products, or services that otherwise connect with the Services (“Third Party Services”).  Any acquisition and use by You of such Third Party Services is solely Your responsibility and the responsibility of the applicable third party provider. You acknowledge that providers of such Third Party Services may have access to Your data in connection with the interoperation and support of such Third Party Services with the Service, including but not limited to payment and credit card information. To the extent You authorize the access or transmission of Your data through a Third Party Service, such Third Party Service terms will govern, and Instawork will not be responsible for, any use, disclosure, modification or deletion of such data or for any act or omission on the part of such third party provider or its service.

  1. Pro Search

  1. Subscription: If You have purchased a Subscription (defined below) to the Professional search Services provided through the Instawork platform (“Pro Search”) either pursuant to these Terms or an Order Form (defined below), Instawork grants to You a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted under these Terms) right to access and use Pro Search during the applicable Subscription Term (defined below) pursuant to these Terms. In the event of a conflict between the terms of an Order Form and the provisions of this Section 7, the provisions of the Order Form shall control. Pro Search includes any successor-named product or feature that may be introduced on the Platform, which serves a similar or identical purpose to Pro Search.

  1. Subscription Fees: The fees for a Pro Search Subscription are based on either annual or monthly periods (or pro rata portions of such periods, calculated on a monthly basis) commencing on the Subscription Start Date (defined below) and as elected by You and shown on Your Account.  Unless otherwise agreed under a separate Order Form (defined below) entered into between You and Instawork with respect to Your access and use of Pro Search, Instawork shall begin collecting payment for your Subscription on your Subscription Start Date and shall bill for Subscription Fees every thirty (30) days.  Unless otherwise specified in an Order Form, each Subscription Term will automatically renew for successive 30-day periods in the case of monthly Subscription Terms or 12-month periods in the case of annual Subscription Terms, unless either party gives the other party notice of non-renewal, in the case of a monthly Subscription, at least 15 days before the current Subscription Term ends, or in the case of an annual Subscription, at least 90 days before the current Subscription Term ends. Upon notice of non-renewal, You will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged.

  1. Termination of Pro Search Services: Pro Search services shall commence as of the Subscription Start Date and shall continue unless terminated in accordance with these Terms.  Except as otherwise expressly noted below or under an Order Form, You shall be required to pay all fees due and owing through the date of termination.

  1. Either party may terminate the Pro Search Services if the other party (a) fails to cure a material breach under the Terms within 30 days after notice; (b) ceases operation without a successor; or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days. Instawork may immediately terminate any Pro Search services if You fail to pay Subscription Fees in accordance with your Subscription and as provided in Your Account.

  1. Unless otherwise noted under any applicable Order Form, either party may terminate the Pro Search services and the applicable Subscription (including all Agreements relating thereto) at any time for any reason upon 30 days’ notice to the other party, provided (a) You will not be entitled to a refund of any pre-paid Subscription fees and (b) if You have not already paid all applicable fees for the then-current Subscription Term, any such Subscription Fees that are outstanding (including Subscription Fees and any additional payable for the remainder of the Subscription Term) will become immediately due and payable.

  1. Upon expiration or termination of the Pro Search for any reason, all Subscriptions and any other rights granted to You under this Section 7 will immediately terminate, and You will immediately cease all use of Pro Search. Upon termination by either party for cause as described above, Instawork will refund to You a prorated amount of prepaid, unused fees applicable to the remaining portion of the Subscription Term measured from the effective date of termination. In no event will any termination relieve You of the obligation to pay any fees accrued or payable to Instawork for any other Services or for the Pro Search services in the period prior to the effective date of termination.

  1. Definitions Related to Pro Search:

“Order Form” means an ordering document, or an online order entered into between You and Instawork specifying the terms of the Pro Search services to be provided to You by Instawork.

“Subscription” means the type of subscription package that you have purchased for access to Pro Search services provided by Instawork as set forth under your Account.

“Subscription Start Date” means the date on which your Subscription and billing cycle commences.

“Subscription Term” means the term and duration of your Subscription, including any renewal term, during which You are permitted to use the Pro Search Services.

  1. 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 AND WARRANTIES, 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 SERVICE. 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 SERVICE 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 WORKERS, BUSINESSES, AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

INSTAWORK DOES NOT ENDORSE, WARRANT OR MAKE ANY REPRESENTATION CONCERNING ANY PROFESSIONAL WITH RESPECT TO THE PRO SEARCH SERVICES OR ANY OF THE SERVICES PROVIDE BY SUCH PROFESSIONAL. INSTAWORK IS NOT A PARTY TO ANY AGREEMENTS BETWEEN YOU AND ANY PRO SEARCH PROFESSIONAL. NEITHER INSTAWORK ANY OF ITS AFFILIATES MAKES ANY REPRESENTATIONS OR WARRANTIES AS TO THE SKILLS, EXPERIENCE, BACKGROUND OR EDUCATION OF ANY PROFESSIONAL OR PARTNER ENGAGING SUCH PROFESSIONAL THROUGH PRO SEARCH AND MAKES NO REPRESENTATIONS AS TO WHETHER SUCH SERVICES WILL BE COMPLETED OR SATISFACTORY.

  1. Limitation of Liability

IN NO EVENT SHALL INSTAWORK’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200) 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.

THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL STATES, INCLUDING RESIDENTS OF NEW JERSEY.

THE SERVICES CONNECT PROFESSIONALS WITH PARTNERS FOR THE PURPOSES OF FACILITATING PARTNER ENGAGEMENTS. INSTAWORK WILL NOT ASSESS 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. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

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, YOU AND/OR 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.

  1. 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 attorneys’ fees and costs, arising out of or in any way connected with:

  1. Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
  2. Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property or privacy right; or
  3. 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 defense of that claim. If the defense or settlement is assumed by You, Instawork may at any time thereafter elect to take over control of the defense 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 Software or Services.

You agree that the provisions in this section will survive any termination of Your account, this Agreement, or Your access to the Services.

  1. Communications
  1. CONSENT TO RECEIVE COMMUNICATIONS: By using the Services, 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 Platform and/or the Application; (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.
  2. 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 also 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 work opportunity; and (ii) the Reference’s consent for us and our subsidiaries and affiliates (including Partners) to communicate with the Reference by any means, including phone call or SMS/text message, about a reference for You at the phone number or other contact source You provide for the Reference.

  1. 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 to us completely and we can do what we like with them without owing You anything.

Instawork and other Instawork logos, designs, graphics, icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Instawork in 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.

Violation of any provision of this License may result in immediate termination of the License, in Instawork’s sole discretion.

  1. Notice of Any Claimed Copyright Infringement (Digital Millennium Copyright Act Information)

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, 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 Services, please contact us at copyright@instawork.com or Instawork, Attn: Copyright Agent, 548 Market Street, PMB 63152, San Francisco, CA 94104-5401:

  1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
  2. A description of Your copyrighted work or other intellectual property that You claim has been infringed;
  3. 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);
  4. Your address, telephone number, and email address;
  5. 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
  6. 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 partners@instawork.com, and if You are a Professional, you can do so by using in-app chat support. Please also note that, pursuant to Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

  1. Mutual Arbitration and Dispute Resolution
  1. Arbitration of Disputes. The Parties mutually agree to resolve any and all disputes between them or between You and Instawork or any of Instawork’s parents, subsidiaries, affiliates (including Partners), successors, assigns and all of their officers, directors, employees, and/or agents exclusively through final, binding, and individual arbitration instead of filing a lawsuit in court (except as otherwise provided below). However, this Mutual Arbitration Provision does not cover disputes that, as a matter of law, may not be subject to pre-dispute arbitration agreements.
  2. Arbitration Governed by the FAA. Instawork and You expressly agree that this Mutual Arbitration and Dispute Resolution provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16, et seq.) (“FAA”), evidences a transaction involving commerce, and is not a contract of employment involving any class of workers engaged in foreign or interstate commerce within the meaning of Section 1 of the FAA. Instawork and You expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Mutual Arbitration Provision, and that the FAA shall apply to any and all disputes between the Parties, including but not limited to those arising out of or relating to this Agreement, including, as applicable, Your classification status as a worker or service provider (e.g., an alleged employment relationship), Your provision of Services under this Agreement, the remuneration paid or received by You under this Agreement, the termination of this Agreement, the suspension or deactivation of Your Instawork Account, and all other aspects of Your relationship with Instawork, past or present, whether arising under federal, state, or local law, including without limitation harassment, discrimination, and/or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans with Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes, ordinances, or regulations addressing the same or similar subject matters, and all other federal, state, and/or local claims arising out of or relating to Your relationship or termination of that relationship with Instawork. The Parties expressly agree that this Agreement shall be governed by the FAA even in the event You and/or Instawork are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, a court determines the FAA does not apply, the state law governing arbitration agreements in the state in which You perform or engage Services, as applicable, shall apply, without regards to conflict of law principles.
  3. Delegation. Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision, including without limitation any dispute concerning arbitrability and compliance with this Mutual Arbitration Provision’s conditions precedent to arbitration. However, the preceding clause shall not apply to any dispute relating to the interpretation, applicability, enforceability, or formation of the Class Action Waiver (as defined below) and/or Representative PAGA Action Waiver (as defined below)—including, but not limited to, any claim that all or part of the Class Action Waiver and/or Representative PAGA Action Waiver is unenforceable, unconscionable, illegal, void, or voidable, that a breach of either such Waiver has occurred, including all disputes relating to or arising out of the payment of arbitration fees, and/or disputes relating to whether either party has satisfied the condition precedent of engaging in the pre-arbitration informal telephonic dispute resolution conference—which must proceed in a court of competent jurisdiction and cannot be heard or arbitrated by an arbitrator. The Parties agree that any and all due dates for arbitration fees shall be tolled while the Parties resolve a dispute relating to or arising out of the Class Action Waiver or Representative PAGA Action Waiver.
  4. Informal Dispute Resolution. Before commencing individual arbitration, the Parties must engage in a good-faith effort to resolve any claim covered by this Mutual Arbitration Provision through an informal telephonic dispute resolution conference between You and Instawork. The informal telephonic dispute resolution conference shall be individualized such that a separate conference must be held each time either Party intends to commence individual arbitration; multiple Partners or Professionals initiating claims cannot participate in the same informal telephonic dispute resolution conference. 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 Party initiating the claim must give notice to the other Party in writing of its, his, or her intent to initiate an informal telephonic dispute resolution conference, which shall occur between thirty (30) and sixty (60) days of the other Party receiving such notice, unless an extension is mutually agreed upon by the Parties. In the interval between the Party receiving such notice and the informal telephonic dispute resolution conference (“Negotiation Period”), nothing in either this Mutual Arbitration Provision specifically or this Agreement generally shall prohibit the 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 completing complying with this informal dispute resolution procedure. If an arbitration is dismissed because a Party failed to comply with this informal dispute resolution procedure, the Parties agree that the 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.
  5. Initiating Arbitration. Only after the Parties have engaged in a good-faith effort to resolve the dispute through an informal telephonic dispute resolution conference, and only if those efforts fail, either You or Instawork may initiate arbitration by notifying the other Party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name, telephone number, mailing address, and email address of the Party seeking arbitration (if You are seeking arbitration, the email address provided must be the email address associated with Your Instawork Account); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy, enumerated in United States Dollars (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the original personal signature of the Party seeking arbitration. If the Party seeking arbitration is represented by counsel, counsel must also provide an original personal signature on the demand for arbitration (a digital, electronic, copied, or facsimile signature is not sufficient). By signing the demand for arbitration, counsel explicitly agrees to abide by the terms of this Mutual Arbitration Provision and certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (1) the demand for arbitration is not being presented for any improper purposes, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. Any demand for arbitration by You must be delivered to Instawork, Attn: Legal Department, 548 Market Street, PMB 63152, San Francisco, CA 94104-5401. Any demand for arbitration by Instawork will be delivered to the address associated with Your Account. The Party initiating arbitration must also file a copy of its demand for arbitration with JAMS, Inc. (“JAMS”) under the Comprehensive Rules and Procedures then in effect for JAMS and, for any Mass Arbitration as defined below in Section 14.8, the JAMS Mass Arbitration Procedures and Guidelines (together, the “JAMS Rules”). The Party initiating arbitration must include with its filing the Party’s portion of any applicable filing fee due under the JAMS Rules.
  6. CLASS ACTION WAIVER. Instawork and You mutually agree that any and all disputes or claims between the Parties will be resolved in individual arbitration. The Parties further agree that by entering into this Agreement, they waive the right to have any dispute or claim brought, heard, administered, resolved, or arbitrated as a class, collective, or mass action, or to award relief to anyone but the individual in arbitration (“Class Action Waiver”). The Parties agree that the definition of a “class, collective, and/or mass action” includes, but is not limited to, instances in which a Party is represented by a law firm or collective of law firms that has filed more than 25 arbitration demands of a substantially similar nature against the other Party within 180 days, and the law firm or collective of law firms seeks to simultaneously or collectively administer and/or arbitration all the arbitration demands. If more than 25 arbitration demands of a substantially similar nature are filed against either Party by the same law firm or collection of law firms within 180 days of one another, each arbitration demand must be filed, administered, arbitrated, and resolved in an individual manner pursuant to the Mass Arbitration procedures addressed separately below. This Class Action Waiver does not prevent You or Instawork from participating in a classwide settlement that would resolve or release the relevant claims. Notwithstanding the foregoing, this subsection shall not apply to representative or private attorneys general act claims brought against Instawork, which are addressed separately below.
  7. REPRESENTATIVE PAGA ACTION WAIVER. Notwithstanding any other provision of this Agreement or the Mutual Arbitration Provision, to the fullest extent permitted by law: (1) You and Instawork agree not to bring a representative action on behalf of others under the 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 the California PAGA, both You and Instawork agree that any such dispute 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 Action Waiver”). This Representative PAGA Action Waiver does not prevent You or Instawork from participating in a classwide settlement that would resolve or release the relevant claims. Notwithstanding any other provision of this Agreement, the Mutual Arbitration Provision, or the JAMS 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 Mutual Arbitration Provision; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Mutual Arbitration Provision or the requirement that any remaining claims be arbitrated on an individual basis pursuant to the Mutual Arbitration Provision; 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 litigation of those Claims shall be stayed pending the outcome of any individual claims in arbitration.
  8. Arbitration Proceedings. Any arbitration shall be conducted by JAMS and governed by the JAMS Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules where agreed upon by both parties) (“JAMS Rules”) and, if applicable, the JAMS Mass Arbitration Procedures and Guidelines except as provided in this Mutual Arbitration Provision, including as follows: (1) Unless applicable law requires otherwise, as determined by the arbitrator, Instawork and You shall equally share filing fees and other similar and usual administrative costs, that are commonly shared in court proceedings, such as court reporter costs and transcript fees, and Instawork shall pay any costs that are uniquely associated with arbitration, such as payment of the arbitrator and room rental; (2) If a Party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other Party finally obtains is not more favorable than the unaccepted offer, then the other Party shall pay the costs, including filing fees, incurred after the offer was made; (3) The Parties agree not to oppose or interfere with any negotiations or agreements between the other Party and the arbitration administrator relating to a Party’s portion of the fees. The arbitrator, however, may disallow any private agreement between an administrator, on the one hand, and the negotiating party, on the other hand, if the arbitrator believes that the private agreement undermines his or her neutrality as arbitrator; (4) The arbitrator may issue orders (including subpoenas to third parties, as may be permitted be law) allowing the Parties to conduct discovery sufficient to allow each Party to prepare that Party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes (to this end, the Parties agree that the Apex doctrine shall apply and therefore preclude depositions of either Party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted); (5) Except as provided in the Class Action Waiver and Representative Action Waiver, the arbitrator may award all remedies to which a Party is entitled under applicable law and which would otherwise be available in a court of law, including but not limited to the imposition of sanctions under the Federal Rules of Civil Procedure, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration and the arbitrator shall apply the state or federal substantive law, or both, as is applicable to the claims asserted in arbitration; (6) The arbitrator may hear motions to dismiss and/or motions for summary judgment, and any motion to dismiss and/or motion for summary judgment shall otherwise be governed by the standards of the Federal Rules of Civil Procedure governing such motions; (7) The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law; (8) Any finding that a claim or counterclaim was filed for purposes of harassment or is frivolous shall entitle the other Party to recover its, his, or her attorneys’ fees, costs, and expenses; (9) Either Instawork or You may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Mutual Arbitration Provision may be rendered ineffectual; (10) The arbitrator may consider, but under no circumstances is the arbitrator bound by, decisions reached in separate arbitrations; and (11) If at any time the arbitrator or arbitration administrator fails to enforce the terms of this Mutual Arbitration Provision, either Party may seek to enjoin the arbitration proceeding in a court of competent jurisdiction, and the arbitration shall automatically be stayed pending the outcome of that proceeding. For the avoidance of doubt, all statutes of limitations that would otherwise be applicable in a court of law will apply to any arbitration under this Agreement.
  9. 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 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.
  10. Batching of Mass Arbitrations. Notwithstanding any contrary definition in the JAMS Rules, if either Party is represented by counsel that has filed more than 25 arbitration demands of a substantially similar nature against the other Party within 180 days (“Mass Arbitration”), the demands comprising the Mass Arbitration shall be (i) grouped into batches of no more than twenty-five (25) demands per batch (plus, if there are fewer than 25 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands); and (ii) assigned to a single arbitrator for each batch (with a single set of filing and administrative fees, including arbitrator appointment fees, due per batch).  The Parties agree to cooperate in good faith with each other and the arbitration provider to implement this batch approach to Mass Arbitration resolution and fees.
  11. Agency Investigations. Regardless of any other terms of this Agreement, nothing 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, Office of Federal Contract Compliance Programs,  or any other federal, state, or local government agency with authority to investigate such claim or charge, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim, or charge otherwise covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a Party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law or as required under this Agreement before bringing a claim in arbitration. For the avoidance of any doubt, administrative agencies do not include state, federal, or other courts. Instawork will not retaliate against You for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
  12. Injunctive and Other Relief. Regardless of any other terms of this Mutual Arbitration Provision, or any terms of the Instawork Terms of Use, 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, then the Parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought, including from a court of competent jurisdiction.
  13. No Change To Professional Status. If You are a Professional, You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Your status as an independent contractor in fact and/or in law.
  14. Modification to Mutual Arbitration Provision. Instawork reserves the right to modify this Mutual Arbitration Provision from time to time and will notify You of such changes, such as by posting a new version of this Agreement on the Platform or updating the effective date on the top of this Agreement.
  15. Impact on Pending Litigation. If there is a pending claim or litigation between Instawork and You at the time You entered into this Agreement, then this Mutual Arbitration Provision shall not apply to such pending claim or litigation, and does not supersede any applicable arbitration agreement You previously accepted that governs the pending claim or litigation.
  16. Right To Consult With An Attorney. You have the right to consult with private 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.
  17. 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 and/or Representative 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 and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration. The Parties intend that this Mutual Arbitration Provision achieve the same result as in Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906, 1925 (2022)—i.e., that individual PAGA claims be decided in individual arbitration and that, to the extent the Representative PAGA Action Waiver is invalid in whole or in part, non-individual PAGA claims subsequently be decided by a court of competent jurisdiction (to the extent the plaintiff has standing to maintain such a claim).
  18. Enforcement of this Mutual Arbitration Provision. Except as provided above regarding pending litigation that is in arbitration, this Mutual Arbitration Provision replaces all prior agreements between the Parties regarding the arbitration of disputes between the Parties and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. If you are a Professional, then Instawork’s Partners, including their parents, subsidiaries, affiliates, successors, assigns, and their respective officers, directors, employees, and/or agents, are intended third-party beneficiaries of this Mutual Arbitration Provision and may enforce this Mutual Arbitration Provision as if they are parties thereto. If you are a Partner, then any Instawork Professional who provides services to You through the Services is an intended third-party beneficiary of this Mutual Arbitration Provision and may enforce this Mutual Arbitration Provision as if they are a party thereto. If You and any Instawork user enter into a separate arbitration agreement, the terms of this Mutual Arbitration Provision shall nonetheless govern and supersede with respect to all arbitrable disputes between You and Instawork.
  1. 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, such as by presenting a new version of this Agreement on the Platform or updating the effective date at the top of this Agreement. 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.

  1. Confidentiality

You acknowledge and agree that when using the Service, 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 Instawork’s request. Notwithstanding the foregoing, Confidential Information shall not include any 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.

  1. General
  1. Governing Law. Except as otherwise set forth in Section 14, these Terms are governed by the laws of the State of California regardless of Your country of origin or where You access Instawork, and without regard to conflict of law principles. Nothing in this Section, however, shall be construed to create new or additional substantive rights or obligations for the Parties, which otherwise would not be available or applicable to them in their respective place of residence or incorporation.
  2. Waiver and Severability. Except as otherwise set forth in Section 14, if any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by 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.
  3. Headings. Paragraph titles and headings are provided for reference only and do not affect the substantive provisions of this Agreement
  4. Entire Agreement. These Terms comprise the entire agreement between You and Instawork and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms. You represent and warrant that You are not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule. Notwithstanding the foregoing, if You enter into or have entered into a Platform Service Agreement or Staffing Service Agreement with Instawork or AWS that remains in effect, nothing herein shall render such Platform Service Agreement or Staffing Service Agreement null or void, and to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and such Platform Service Agreement or Staffing Service Agreement, the terms of the Platform Service Agreement or Staffing Service Agreement shall prevail. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and expressly agreed upon by all parties.
  5. 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.
  6. Notice for California Users. Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us 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.
  7. Notices. 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.
  8. 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.
  9. 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.
  10. Term and Termination. These Terms are effective until terminated by You or Instawork as described below. 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). In addition, 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. We also reserve the right to modify or discontinue the Services at any time (including by limiting or discontinuing certain features of the Service) without notice to You. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of Your access to or use of the Service. 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 4-22 survive termination of Your account or these Terms.
  1. 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 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.