Terms of Service
Last Modified: January 1, 2022
This Consulting Agreement (this “Agreement”) is made effective as of [___1/1/22____] (the “Effective Date”), by and between Poured, LLC and Brand Name (“Client”).
I. SCOPE OF AGREEMENT.
a. Terms of Service. These terms of service (“Terms of Service”) govern the access and use of the website www.poured.app and affiliated websites, features, services, mobile applications, products, software and other services, or any portion thereof (collectively, the “Service”), owned or controlled by Poured, LLC, or its affiliated companies (“Poured” or “we” or “our” or “us”). Affiliated companies are entities that control, are controlled by or are under common control with Poured.
II. INTELLECTUAL PROPERTY.
a. Marks. The company name, design, trademarks, service marks, and logos of Poured and the Service and all related names, designs, trademarks, service marks, and logos (“Poured Marks”), are owned by or licensed to Poured, subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. You must not use such marks without the prior written permission of
Poured. The company name, design, trademarks, service marks, and logos of Poured and the Service and all related names, designs, trademarks, service marks, and logos (“Poured Marks”), are owned by or licensed to Poured, subject to copyright and other intellectual property rights under United States, foreign laws and international conventions. You must not use such marks without the prior written permission of
Poured. All other names, logos, products and service names, designs and slogans on this Website are the trademarks of their respective owners.
b. Intellectual Property Rights. Except as otherwise indicated, all copyright rights and other intellectual property rights in the Service and its contents, including any and all Poured Marks, content, data, databases, information, text, music, sound, photos, images, graphics, audio, video, software, code, technology, methods, analyses, studies, reports, and other intellectual property contained therein (“Poured IP”) are owned by or licensed to Poured, and protected by law, including copyright, database, trade secret, and trademark laws of the United States and all applicable jurisdictions, as well as other applicable state, national, and international laws and regulations.
c. License. Poured grants you a limited, non-exclusive, non-transferable license to access the Service for your use in accordance with these Terms of Service. Poured reserves all rights not expressly granted in and to the Service. You agree to not engage in the use, copying, or distribution of any of the Service, or
any portion thereof, other than as expressly permitted.
Restrictions. You will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service (“Software”); modify, translate, or create derivative works based on the Service or any Software; use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
III.. THE POURED SERVICE.
b. Technology Platform. You understand that Poured acts only as a technology platform and interface between Users and that Poured does not itself verify the qualifications of Users, nor does it evaluate or control in any ongoing manner exchanges between Users. Any opinions or statements expressed by a User are of those of the User alone, and are not to be attributed to Poured. Poured cannot and does not assume responsibility for the accuracy, completeness, safety, reliability, timeliness, innocuousness, legality or applicability of anything said, written, posted, displayed or otherwise made available by any User. Please use caution, common sense, and practice safety when using Poured. By using Poured, you agree to accept such risks and that Poured (and our officers, directors, agents, subsidiaries, joint ventures and employees) is not responsible for any and all acts or omissions of Users.
c. W2 Employees. Poured does not endorse or recommend the services of any particular worker (“Freelancer”) or hiring organization (“Employer”). Poured evaluates prospective Freelancers in 5 categories; character, sensibility, communication, grooming, and confidence and professionalism. In each categories, Poured scores each prospective Freelancers in the categories using a case of 1 – 5. Prospective Freelancers that score 20 points or above are added to the pool, prospective Freelancers that score 19 points become a discretionary call on the part of Poured, and prospective Freelancers that score below 19 points are rejected. Notwithstanding the foregoing, it is entirely up to you to evaluate a Freelancer’s or Employer’s qualifications, and to enter into a direct contract or otherwise reach agreement with a Freelancer or Employer. We do not guarantee or warrant any Freelancer’s or Employer’s performance on the job or the outcome or quality of the services performed. The Freelancers are employees of Poured, not the business they provide services to.
d. No Affiliation with Brands. Poured is a private company and has no affiliation or rights with any brand or third party products on the Service. Poured disclaims ownership of any trademarks, logos or images belonging to any brand or third party products appearing on this site. The appearance of trademarks and/or logos belonging to brands, third party products or their respective companies on the Service does not constitute affiliation or endorsement by such companies of any of the services provided by Poured.
e. Employer’s Duties and Responsibilities. Each Employer that uses the Service to hire Freelancers to work on projects (“Projects”) represents that it will: (a) comply with OSHA, EEO, EPA, ADA, Department of Labor, Wage and Hour laws and all other applicable laws and regulations and agrees to indemnify Poured and to hold Poured harmless for all liability incurred by Poured as a result of a Contractor’s claim based upon activity of Employer or Employer’s employee(s); (b) properly supervise Freelancers performing its work and be responsible for its business operations, products, services, and intellectual property; (c) properly supervise, control, and safeguard its premises, processes, or systems, and not permit Freelancers to operate any vehicle, machinery, or equipment, or entrust them with unattended premises, cash, checks, keys, credit cards, merchandise, confidential or trade secret information, negotiable instruments, or other valuables; and (d) provide Freelancers with a safe work site and provide appropriate information, training and safety equipment with respect to any hazardous substances or conditions they may be exposed to at the work site. Poured expects, but does not contractually require Employers to meet or following all applicable Covid-19 health guidelines, as promulgated by the CDC, as applicable to the workplace in question.
f. Project Listings. If you are an Employer, you acknowledge and agree that you are responsible for any and all Project listings you post. Accordingly, you represent and warrant that any Project listing you post and the hiring of a Contractor for a Project in a listing you post (i) will not breach any agreements you have entered into with any third parties; and (ii) will (a) be in compliance with all applicable laws, tax requirements, and regulations that may apply to the Employer, Contractor, Project and the work being done; and (b) not conflict with the rights of third parties. Please note that Poured assumes no responsibility for a Contractor’s or Employer’s compliance with any applicable laws, rules and regulations. Poured reserves the right, at any time and without prior notice, to remove or disable access to any Project listing for any reason, including Project listings that Poured, in its sole discretion, considers to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Service.
g. Disputes with Users. If you have a dispute with one or more Users, you release us (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release. Poured is not responsible for the conduct of any User. As set forth in, and without limiting, Sections 12 and 13 below, in no event shall Poured (or our affiliates and subsidiaries, or our and their respective officers, directors, employees and agents) be liable, directly or indirectly, for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Users or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other Users, particularly if you decide to communicate off the Service or meet in person. You understand that Poured makes no guarantees, either express or implied, regarding your interactions with individuals you meet through the Service. By using the Service, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of Freelancers, Employers or other third parties will be limited to a claim against the particular person who caused you harm and you agree not to attempt to impose liability on, or seek any legal remedy from Poured with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with your Contractor or Employer via the Service regarding any Projects or listings.
h. Errors, Inaccuracies and Omissions. Occasionally there may be information in the Service that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information if any information in the Service or on any related website is inaccurate at any time without prior notice. We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, except as required by law. No specified update or refresh date applied in the Service or on any related website,
should be taken to indicate that all information in the Service or on any related website has been modified or updated.
i. Background Check. POURED shall: (i) provide the Service to Customer; (ii) comply with all applicable legal authority in connection with the Service; and (iii) ensure that any Freelancer who Accepts a Request is bound by confidentiality obligations with respect to Customer’s information that are no less restrictive than those set forth in this Agreement. In addition, Poured will conduct and require a successful result from the following background check based upon the following criteria: Based on SS # number, conduct a 7 year criminal history check is performed in all cities the individual lived.
• Federal Criminal Search
• State Wide Criminal Search
• Candidate Entry Application (eLink)
• SSN Validation and Death Master Index check
• KwikScreen (GiS Criminal Records Database)
• Name and Address History
• Sex Offender Registry Database
• For Canada packages only, a CPIC check
IV. PAYMENTS AND FEES
a. Per our contract, brands and businesses will pay a flat rate of 35 % on all hourly rates for freelancers services plus 7.75% payroll and admin fee on each invoice. The flat rate to convert freelancers to permanent employees is $5,000. All benefits, if any, and all costs of hiring and qualification, will be bourne by Poured.
b. POURED Conversion Policy: (a.) CONVERSION COST:
The total cost to convert a POURED Freelancer into an employee is $5,000. (b.) PAYMENT DUE:
POURED will provide client with an invoice upon the candidates start date. Payment must be received in accordance with client’s net terms.
c. REFUND POLICY:
Should the candidate be terminated or quit within the first 60 days of hire, the client is eligible for 50% or $2,500 refund.
d. FREELANCER STATUS:
After a client hires a POURED Freelancer the candidate will be removed from the POURED platform for 6 months and will no longer be eligible to be booked for freelance work by other brands, unless otherwise specified by the client, provided that this period will be extended if continued to be engaged by Client in a long term project.
Schedule, pay, commission, time off, position, etc. are to be negotiated by the client and candidate and may not correlate with the terms of the candidates’s previous freelance work under POURED LLC.
Brands will be held to this conversion contract for 6 months from the time of the freelancer’s last shift worked with the brand. (i.e. if the freelancer leaves the POURED platform, the brand MAY not hire the freelancer outside of POURED for 6 months)
a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of [___CA__], without regard to the conflicts of laws and provisions thereof.
b. Severability. In case any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Moreover, if any one or more of the provisions contained in this Agreement shall for any reason be held to be excessively broad as to duration, geographical scope, activity, or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the extent compatible with the applicable law as it shall then appear.
c. No Assignment. This Agreement may not be assigned by without prior written consent and any such attempted assignment shall be null and void.
d. Notices. All notices, requests, and other communications under this Agreement must be in writing, and must be emailed with confirmation of receipt, or mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. The email address and mailing address for notice to either party will be the address shown on the first and signature pages of this Agreement. Either party hereto may change its mailing address by notice as provided by this section.
g. Waiver. No waiver either party of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by a party of any right under this Agreement shall be construed as a waiver of any other right. Neither party shall be required to give notice to enforce strict adherence to all terms of this Agreement.
h. Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the Parties with respect to the subject matter hereof and supersedes and merges all prior discussions between them. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged.