PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER.
Subject to the conditions set forth herein, Cuebey may, in its sole discretion, amend this Agreement and any other Terms of Service at any time by posting a revised version on the Site. Cuebey will provide reasonable advance notice of any amendment that includes a substantial change, by posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you notice by email. Any revisions to the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective Date”).
You understand that by using the site or site services after the effective date, you agree to be bound by the terms of this agreement. If you do not accept the terms of the terms of service in its entirety, you must not access or use the site or the site services after the effective date except as permitted by the site terms of service.
If you agree to the terms of service on behalf of an entity or agency, or in connection with providing or receiving services on behalf of an entity or agency, you represent and warrant that you have the authority to bind that entity or agency to the terms of service and agree that you are binding both you and that entity or agency to the terms of this agreement. In that event, “you” and “your” will refer and apply to you and that entity or agency.
1. Cuebey Accounts
By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms of Service.
To access and use certain portions of the Site and the Site Services, you must register for an Account. Subject to the Site Terms of service, certain portions of the Site are available to Site Visitors, including those portions before your Account registration is accepted. Cuebey reserves the right to decline a registration to join Cuebey, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of yourself and the company.
1.1 Relationship with Cuebey
The site often functions as a marketplace where Clients and Hosts can identify each other and advertise, buy, and sell goods and services online. Subject to the Terms of Service, Cuebey provides the site services to users, including hosting and maintaining the site, facilitating the formation of service contracts, and assisting users in resolving disputes which may arise in connection with those service contracts. When a user enters a service contract, the user uses the site to invoice and pay any amounts owed under the service contract.
Cuebey merely makes the site and site services available to enable hosts and clients to find and transact directly with each other. Cuebey does not introduce hosts to clients, find projects for hosts, or find hosts for clients. Through the site and site services, hosts may be notified of clients that may be seeking the services they offer, and clients may be notified of hosts that may offer the services they seek; at all times, however, users are responsible for evaluating and determining the suitability of any project, client or host on their own. If users decide to enter into a service contract, the service contract is directly between the users and cuebey is not a party to that service contract.
You acknowledge, agree, and understand that Cuebey is not a party to the relationship or any dealings between client and host. Without limitation, users are solely responsible for (a) ensuring the accuracy and legality of any user content, (b) determining the suitability of other users for a service contract (such as any interviews, vetting, background checks, or similar actions), (c) negotiating, agreeing to, and executing any terms or conditions of service contracts, (d) performinghost services, or (e) paying for service contracts orhost services. You further acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into a service contract with another user and for verifying any information about another user. Cuebey does not make any representations about or guarantee the truth or accuracy of any host’s or client’s listings or other user content on the site; does not verify any feedback or information provided by users about hosts or clients; and does not vet or otherwise perform background checks on hosts or clients. You acknowledge, agree, and understand that Cuebey does not, in any way, supervise, direct, control, or evaluate hosts or their work and is not responsible for any project, project terms or work product. Cuebey makes no representations about and does not guarantee, and you agree not to hold Cuebey responsible for, the quality, safety, or legality of host services; the qualifications, background, or identities of users; the ability of hosts to deliver host services; the ability of clients to pay for host services; user content, statements or posts made by users; or the ability or willingness of a client or host to actually complete a transaction.
You also acknowledge, agree, and understand that hosts are solely responsible for determining, and have the sole right to determine, which projects to accept; the time, place, manner, and means of providing any host services; the type of services they provide; and the price they charge for their services or how that pricing is determined or set. You further acknowledge, agree, and understand that: (i) you are not an employee of Cuebey, and you are not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance); (ii) Cuebey will not have any liability or obligations under or related to service contracts and/or host services for any acts or omissions by you or other users; (iii) Cuebey does not, in any way, supervise, direct, or control any host or host services; does not impose quality standards or a deadline for completion of any host services; and does not dictate the performance, methods or process host uses to perform services; (iv) Host is free to determine when and if to perform host dervices, including the days worked and time periods of work, and Cuebey does not set or have any control over host’s pricing, work hours, work schedules, or work location, nor is Cuebey involved in any other way in determining the nature and amount of any compensation that may be charged by or paid to host for a project; (v) Host will be paid at such times and amounts as agreed with a client in a given service contract, and Cuebey does not, in any way, provide or guarantee host a regular salary or any minimum, regular payment; (vi) Cuebey does not provide hosts with training or any equipment, labor, tools, or materials related to any service contract; and (vii) Cuebey does not provide the premises at which hosts will perform the work. Hosts are free to use subcontractors or employees to perform host services and may delegate work on fixed-price contracts or by agreeing with their clients to have hourly contracts for host’s subcontractor(s) or employee(s). If a Host uses subcontractors or employees, host further agrees and acknowledges that this paragraph applies to Cuebey’s relationship, if any, with host’s subcontractors and employees as well and Host is solely responsible for host’s subcontractors and employees.
Without limiting the foregoing paragraph, if you are an Agency or Agency Member, you expressly acknowledge, agree, and understand that: (s) the Agency is solely responsible for paying its Agency Members for work performed on behalf of the Agency and that such payments will not be made through the Site; (t) Cuebey is not a party to any agreement between the Agency and its Agency Members and does not have any liability or obligations under or related to any such agreement, even if the Agency or Agency Member defaults; (u) neither Agencies nor Agency Members are employees or agents of Cuebey, and Cuebey does not, in any way, supervise, direct, or control the Agency or Agency Member or services performed by the Agency or Agency Member; (v) Cuebey does not, in any way, supervise, direct, or control the Agency or Agency Members; (w) Cuebey does not set Agencies’ or Agency Members’ contract terms amongst themselves or with Clients (including determining whether the contract will be hourly or fixed price), fees, pricing, work hours, work schedules, or location of work; (x) Cuebey does not provide Agencies or Agency Members with training or any equipment, labor, tools, or materials needed for any Service contract; (y) Cuebey does not provide the premises at which the Agency or Agency Members will perform the work; and (z) Cuebey makes no representations as to the reliability, capability, or qualifications of any Agency or Agency Member or the ability or willingness of any Agency to make payments to or fulfill any other obligations to Agency Members, and Cuebey disclaims any and all liability relating thereto.
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any user from engaging in any other business activities or providing any services through any other channels they choose. Users are free at all times to engage in such other business activities and services and are encouraged to do so.
3. Taxes and Benefits
Host acknowledges and agrees that host is solely responsible (a) for all tax liability associated with payments received from host’s clients and through Cuebey, and that Cuebey will not withhold any taxes from payments to Host; (b) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that host is not covered by or eligible for any insurance from Cuebey; (c) for determining whether host is required by applicable law to issue any particular invoices for the host fees and for issuing any invoices so required; (d) for determining whether host is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the host fees and remitting any such taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for determining if Cuebey is required by applicable law to withhold any amount of the host fees and for notifying Cuebey of any such requirement and indemnifying Cuebey for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Cuebey, Host agrees to promptly cooperate with Cuebey and provide copies of Host’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing host is engaging in an independent business as represented to Cuebey.
4. User Content
Cuebey does not generally investigate any remarks posted by users or other user content for accuracy or reliability and does not guarantee that user content is accurate. You are solely responsible for your user content, including the accuracy of any user content, and are solely responsible for any legal action that may be instituted by other users or third parties as a result of or in connection with your user content if such user content is legally actionable or defamatory. Cuebey is not legally responsible for any feedback or comments posted or made available on the site by any users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect users from abuse, Cuebey reserves the right (but is under no obligation) to remove posted feedback or information that, in Cuebey’s sole judgment, violates the Terms of Service or negatively affects our marketplace, diminishes the integrity of the feedback system or otherwise is inconsistent with the business interests of Cuebey. You acknowledge and agree that you will notify Cuebey of any error or inaccurate statement in your feedback results, including the Composite Information, and that if you do not do so, Cuebey may rely on the accuracy of such information.
6. Warranty Disclaimer
You agree not to rely on the site, the site services, any information on the site or the continuation of the site. The site and the site services are provided “as is” and on an “as available” basis. Cuebey makes no representations or warranties with regard to the site, the site services, work product, or any activities or items related to this agreement or the terms of service. To the maximum extent permitted by applicable law, Cuebey disclaims all express and implied conditions, representations and warranties including, but not limited to, the warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement. Some jurisdictions may not allow for all of the foregoing limitations on warranties, so to that extent, some or all of the above limitations may not apply to you.
7. Limitation of Liability
Cuebey is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with the Terms of service, including, but not limited to:
- your use of or your inability to use our site or site services;
- delays or disruptions in our site or site services;
- viruses or other malicious software obtained by accessing, or linking to, our site or site services;
- glitches, bugs, errors, or inaccuracies of any kind in our site or site services;
- damage to your hardware device from the use of the site or site services;
- the content, actions, or inactions of third parties’ use of the site or site services;
- a suspension or other action taken with respect to your account;
- your reliance on the quality, accuracy, or reliability of job postings, profiles, ratings, recommendations, and feedback (including their content, order, and display), composite information, or metrics found on, used on, or made available through the Site; and
- your need to modify practices, content, or behavior or your loss of or inability to do business, as a result of changes to the Terms of Service.
Additionally, in no event will Cuebey, its affiliates or other licensors, service providers, employees, agents, officers, managers, members or directors be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the website, any websites linked to it, any content on the site or such other sites or any services or items obtained through the site or such other sites, including any direct, indirect, special, incidental, consequential, or punitive damages, including but not limited to, personal injuyr, pain and suffering, emotional distress loss of revenue, loss of profits, los of business or anticipated savings, loss of use, loss of goodwill loss of data, and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable. In accepting liability as the limited authorized payment collection agent off seller, Cuebey and its affiliates assume no liability for any acts or omissions of the users. The foregoing does not affect any liability which cannot be excluded or limited under applicable law.
Unless both you and Cuebey expressly agree otherwise in writing, either of us may terminate this agreement in our sole discretion, at any time, without explanation, upon written notice to the other, which will result in the termination of the other Terms of Service as well, except as otherwise provided herein. In the event you properly terminate this agreement, your right to use the site and site services is automatically revoked, and your account will be closed. Cuebey is not a party to any service contract between users. Consequently, user understands and acknowledges that termination of this agreement (or attempt to terminate this Agreement) does not terminate or otherwise impact any service contract or project entered into between users. If you attempt to terminate this agreement while having one or more open projects, you agree (a) you hereby instruct Cuebey to close any open contracts; (b) you will continue to be bound by this Agreement and the other Terms of Service until all such projects have closed on the site; (c) Cuebey will continue to perform those site services necessary to complete any open project or related transaction between you and another user; and (d) you will continue to be obligated to pay any amounts accrued but unpaid as of the date of termination or as of the closure of any open service contracts, whichever is later, to Cuebey for any site services or such other amounts owed under the Terms of Service and to any freelancers for any freelancer services.
Without limiting Cuebey’s other rights or remedies, we may, but are not obligated to, temporarily or indefinitely revoke access to the site or site services, deny your registration, or permanently revoke your access to the site and refuse to provide any or all site services to you if: (i) you breach the letter or spirit of any terms and conditions of this agreement or any other provisions of the Terms of Service; (ii) we suspect or become aware that you have provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your actions may cause legal liability for you, our users, or Cuebey or our affiliates; may be contrary to the interests of the site or the user community; or may involve illicit or illegal activity. If your account is temporarily or permanently closed, you may not use the site under the same account or a different account or reregister under a new account without Cuebey’s prior written consent. If you attempt to use the site under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts owed by you to the extent permitted by applicable law.
You acknowledge and agree that the value, reputation, and goodwill of the site depend on transparency of user’s account status to all users, including both yourself and other users who have entered into service contracts with you. You therefore agree as follows: If Cuebey decides to temporarily or permanently close your account, Cuebey has the right where allowed by law but not the obligation to: (A) notify other users that have entered into service contracts with you to inform them of your closed status, (B) provide those users with a summary of the reasons for your account closure. You agree that Cuebey will have no liability arising from or relating to any notice that it may provide to any user regarding closed status or the reason(s) for the closure.
You agree to indemnify and hold Cuebey and Cuebey’s parent, subsidiaries, affiliates, officers, directors, members, agents, and employees harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of this agreement or the documents it incorporated by reference, or your breach of any law or the rights of a third party.
10. Arbitration Agreement
This Arbitration Agreement applies only to users in the United States.
10.1 Dispute resolution and arbitration
You and Cuebey agree that any dispute, claim, or controversy between you and Cuebey arising in connection with or relating in any way to these agreements or to your relationship with Cuebey as a user of the Service (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of the agreements) will be determined by mandatory binding individual (not class) arbitration. You and Cuebey further agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope or validity of the arbitration agreement or to the arbitrability of any claim or counterclaim. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award any relief, including declaratory or injunctive relief, benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of the agreements.
Notwithstanding the clause above (24.2.1), you and Cuebey both agree that nothing in this Arbitration Agreement will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (1) bring an individual action in a U.S. small claims court or (2) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator. In addition, this arbitration agreement doesn’t stop you or us from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf (or vice versa).
10.3 No Class Or Representative Proceedings: Class Action Waiver
YOU AND Cuebey AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Cuebey agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding. The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
10.4 Arbitration rules
Either you or we may start arbitration proceedings. Any arbitration between you and Cuebey will take place under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) then in force (the “AAA Rules”), as modified by this Arbitration Agreement. You and Cuebey agree that the Federal Arbitration Act applies and governs the interpretation and enforcement of this provision (despite the choice of law provision above). The AAA Rules, as well as instructions on how to file an arbitration proceeding with the AAA, appear at adr.org, or you may call the AAA at 1-800-778-7879. Cuebey can also help put you in touch with the AAA.
Any arbitration hearings will take place in the county (or parish) of your billing address, provided that if the claim is for $25,000 or less, you may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address.
If you choose to file an arbitration proceeding and you are required to pay a filing fee, Cuebey will reimburse you for that filing fee, unless your claim is for greater than US $10,000, in which case you will be responsible for the filing fee. Cuebey will pay any other arbitration fees, including your share of arbitrator compensation, unless otherwise required by AAA rules or court order. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
10.5 Notice; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail, Federal Express, UPS, or Express Mail (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Cuebey’s address for Notice is: Cuebey, LLC, 7304 Carroll Avenue Takoma Park, MD 20912. The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Cuebey may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Cuebey shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, and the arbitrator issues you an award that is greater than the value of Cuebey’s last written settlement offer, then Cuebey will instead pay you either the amount of the award or $1,000, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of the arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law.
If this Arbitration Agreement is invalidated in whole or in part, the parties agree that the exclusive jurisdiction of the State of Maryland shall govern any claim in court arising out of or related to the Agreements.
Cuebey: Cuebey, LLC
Host: The host refers to the user providing services to clients
client: The client refers to the user receiving services from the host
User: A user refers to any person, persons or entities making use of the site.
Site: Site refers to www.Cuebey.com or any related website.
Effective Date: The effective date refers to the date on which the terms and conditions are agreed upon.