PLEASE CAREFULLY READ EACH PROVISION OF THESE TERMS OF SERVICE AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THESE TERMS OF SERVICE PROVIDE THAT ALMOST ALL DISPUTES BETWEEN YOU AND US ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN SECTION 12 BELOW. BY ACCEPTING THESE TERMS OF SERVICE, YOU GIVE UP YOUR RIGHT TO SUE IN COURT, HAVE CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION.
These Terms of Service for Crowd Workers (these “Terms of Service”) will constitute an agreement (this “Agreement”) between Crowd Transcription Services, LLC, a limited liability company formed under the laws of Florida (“LegalProofs”) and you as identified on the signature page to which these Terms of Service are attached or as identified in the information you provided through the Website (as defined below) (“You” or “Team Member”). This Agreement is effective as of the date both You and LegalProofs (the “Parties”) have signed the Agreement if both Parties are signing a hardcopy of the signature page or the date on which LegalProofs notifies you that your online application to be a Team Member has been accepted. Any of the following actions by You will manifest Your acceptance of these Terms of Service: (a) signing any agreement that expressly incorporates these Terms of Service; (b) clicking on the LegalProofs website found at www.legalproofs.com or any replacement or complementary website operated by LegalProofs (the “Website”) to indicate your acceptance of these Terms of Service; or (c) accepting or performing any work (or otherwise performing any Services (as defined below) through a website maintained by LegalProofs. This Agreement constitutes a legally binding contract with respect to Your engagement with LegalProofs.
1. Relationship of LegalProofs and Team Members; Services and Deliverables
You agree that you are an independent contractor seeking to perform speech to text services, including, without limitation, transcription, captioning, subtitling and translation services, and related services such as proofing, editing, quality control, and review (“Services”) and deliver transcription, captioning, subtitling and translation deliverables, and proofing, quality control and review deliverables (“Deliverables. The Services and Deliverables must adhere to the accuracy and quality standards established by LegalProofs on behalf of customers of LegalProofs (collectedly, “Customers” and individually, a “Customer”)).
LegalProofs will pay You for the Services and Deliverables completed for Customers that meet the accuracy and quality standards on the terms and according to the standard pay rates then in effect for LegalProofs or such project-specific rates of which LegalProofs has provided you notice, whether by way of the Website or otherwise. LegalProofs reserves the right to set, change and expire various payment rates for work conducted on the LegalProofs platform. Because payment rates relate to the particular audio and video of the projects being processed, such payment rates may change frequently or only apply to specific projects.
3. Confidential Information
You agree that you will keep strictly confidential all Services and Deliverables, and all business, technical, and financial information developed, learned, or obtained by or for or on behalf of You while You provide Services with respect to LegalProofs or Customers (“Confidential Information”). Confidential Information includes all information received by LegalProofs in confidence from its Customers, suppliers, other third parties, including without limitation: (i) audio and video files, even when those files are broken up into small or very small segments; (ii) text transcripts, (iii) review reports and all information contained therein, and (iv) training and certification materials.
a) You shall hold all Confidential Information in confidence and not disclose, use, or permit to be used, except in performing the Services. This provision does not apply to publicly available information.
b) You are not permitted to share or distribute to others any personally identifiable information or transcription content belonging to a Customer. This restriction applies to all transcription content, including the names of Customers, individual names, company names, employee names, physical addresses, email addresses, employee IDs and telephone numbers.
c) Other than discussions that You might have with employees of LegalProofs, You are forbidden from recording, copying, saving, sharing, or discussing these materials at any time, in any manner, including by means of the Internet. If You have access to files for offline work, You are required to delete the files immediately after the project completion.
d) Upon termination of this Agreement, You will return all Confidential Information to LegalProofs in whatever form (including all Deliverables). If You have access to files for offline work, You are required to delete the files immediately after the project completion.
e) You also recognize and agree that You have no expectation of privacy as to LegalProof’s telecommunications, networking, or information processing systems (including stored computer files, email messages and voice messages) and that Your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
You also agree that at all times during or subsequent to Your engagements with LegalProofs, You will keep confidential and not divulge, communicate, or use any Confidential Information.
4. Quality Requirements, Rejection of Work and Payments; Restrictions on Delegation
All work that is submitted is subject to review prior to being approved and payment being made.
You are expected to produce work that is at least 98% accurate. That means you can have two errors within each 100 words, including errors in spelling as well as errors in grammar. In addition, Your work must be submitted consistent with the instructions provided and any applicable style guides or formatting rules. LegalProofs reserves the right to reject work without payment at our discretion if that work does not meet the 98% accuracy requirement.
5. Your Warranties
You hereby represent, warrant and agree that:
a) You are (i) over eighteen (18) years of age and you have reached the age of majority in Your jurisdiction; (ii) of legal age to form a binding contract; (iii) not barred from providing the Services under the laws of country where you reside or any other applicable jurisdiction; (iv) not located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a “terrorist supporting” country; and (v) not listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List;
b) the information provided by You to LegalProofs upon establishing an account, including without limitation Your name, address, email address and state of domicile, shall be true, correct and complete, and You will update such information in the event of any change to such information;
c) You will not infringe upon the rights of any third parties by the manner in which you complete the Services, including the work for a specific Customer project;
d) You have and will maintain all required business registrations, vocational certifications, and other licenses required to complete the Services, including the work for a specific Customer project, lawfully and consistent with any legal or professional requirements;
e) You will not delegate any work you accept to any other person or legal entity;
f) You will comply with all applicable laws, rules, and regulations;
g) You have the experience and skills to properly perform the Services and will do so in a manner consistent with any applicable industry and professional standards;
h) You will not use obscene, abusive, threatening or harassing behavior or language geared toward partners, affiliates or any other Team Members;
i) You will not solicit Team Members in any way for any business or other purpose; and j) You are not a party to any agreement that conflicts with this Agreement or that would preclude You from complying with this Agreement and will not enter into such a conflicting agreement during the term of this Agreement.
6. Independent Contractor Status
This Agreement is not intended to create or should not be construed as creating a partnership, joint venture, franchisor-franchisee, or employer-employee relationship between LegalProofs and You. Team Member is, and shall at all times be and remain, an independent contractor throughout the Term and regardless of whether You are working on projects for LegalProofs. Nothing in this Agreement or otherwise shall be construed as making Team Member an employee, agent, or legal representative of the LegalProofs or any of its related or affiliated entities for any purpose whatsoever, and You shall not hold Yourself out as an employee of LegalProofs in any capacity. You agree that You will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving LegalProofs that is inconsistent with You being an independent contractor (and not an employee) of LegalProofs. Team Member is engaged in an independently established trade, service, or occupation that is separate and distinct from LegalProofs’ business.
You are not authorized to transact business or incur obligations or enter into any contract or create any obligation of any kind on behalf of LegalProofs or any related or affiliated entities. Further, You are not authorized to make any promise, warranty, or representation on behalf of LegalProofs or any related or affiliated entities with respect to any matter, except as expressly authorized in this Agreement or in another writing signed by an authorized officer of LegalProofs.
You shall not use LegalProofs’ trade names, logos, trademarks, service names, service marks, or any other proprietary designations without the prior written approval of LegalProofs.
You must provide all equipment, tools, materials, and labor that may be needed to perform the Services under this Agreement. Nonetheless, LegalProofs will provide You with access to the Website so that you may more easily (i) review and accept an assignment for Services, (ii) deliver Services and Deliverables, and (iii) access available support resources and materials that You may find useful and that LegalProofs may make available from time to time.
You shall exercise independent judgment and You are solely responsible for determining the manner in which Services will be completed and the preparation and additional work necessary to properly perform the Services in a manner consistent with the accepted assignment; however, You agree to provide the Services in a manner consistent with applicable Customer requirements and specifications, including any deadlines or timeframes set by applicable Customers. LegalProofs will provide no supervision and will have no control over the manner in which the Services are performed or over when and where You choose to perform the Services.
You may engage in any other business activities that are separate and distinct from the business activities that You provide to LegalProofs under this Agreement, including providing the same or similar services to any of LegalProofs’ competitors. You represent that You have and will continue to make Your services available to the public and expressly reserve the right to perform translation and transcription contractor services for compensation for other third parties and advertise Your services as available to others.
Without limiting the generality of the foregoing, due to Your status as an independent contractor:
a) Benefits and Contributions. You are not entitled to, or eligible for, any benefits that LegalProofs, its parents, subsidiaries, affiliates, or other related entities may make available to its employees, such as group health insurance, disability insurance, life insurance, profit-sharing, or any other retirement or employment benefits. You shall, in no event, directly or indirectly, claim entitlement to coverage under any benefit maintained by LegalProofs.
b) Taxes and other Withholdings. LegalProofs will not withhold any taxes or other monies from any compensation paid to You under this Agreement, and You will be solely responsible for the payment of all federal, state, and local taxes or other contributions or payments imposed or required under the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements, and all other federal, state, and local laws, rules, and regulations with respect to the performance or provision of the Services under this Agreement and with respect to Your status as an independent contractor. You agree to indemnify, defend, and hold LegalProofs harmless from any costs, expenses, penalties, or damages (including attorney’s fees) arising from Your failure to properly pay such taxes or contributions and/or LegalProofs not withholding or remitting any taxes, contributions, or payments with respect to compensation paid to You.
c) You are not covered by or under any insurance that may be purchased or *provided by LegalProofs, its parents, subsidiaries, affiliates, or other related entities, including, without limitation, workers’ compensation insurance, commercial general liability insurance, automobile liability insurance, directors’ and officers’ liability insurance, property insurance, product liability insurance, and professional liability insurance. You shall, in no event, directly or indirectly, claim entitlement to coverage under any policy maintained by LegalProofs. Specifically, in the event that You are injured while providing the Services under this Agreement, You acknowledge and understand that You will not be covered by any workers’ compensation insurance coverage that LegalProofs may provide to its employees. Further, in the event that Your actions cause an injury to a third party while You are performing the Services under this Agreement (including incidental activities relating to the provision of the Services), You acknowledge and understand that You will not be covered by any liability insurance coverage that LegalProofs may have, and that LegalProofs will not defend and/or indemnify You in such circumstances, and specifically denies any such obligation.
d) You represent that you comply with all applicable laws pertaining to the maintenance of insurance and benefits for its employees and subcontractors, including employers’ liability insurance, workers’ compensation insurance, disability benefits insurance, and health benefits.
LegalProofs provides a system of online qualifications and certifications. We reserve the right to create, edit, or revoke qualifications at any time, for any reason or for no reason. LegalProofs will further remove certifications for repeat errors in production work related to the certification.
8. Liability and Indemnification
You are fully responsible for any violation of this Agreement and are liable for all consequences that may result from such a violation. This includes any loss or damage suffered by LegalProofs or its Customers as a result of Your violation of this Agreement.
You hereby indemnify and hold harmless LegalProofs, its officers, agents, and employees, of and from any and all claims, demands, causes of action, liabilities, or damages, including legal costs and attorneys’ fees, arising out of any breach by You of any provision of this Agreement or any of Your acts or omissions pursuant to this Agreement or the documentation for any specific Customer project.
Payments for completed work are processed via PayPal. The payments You receive will be net of any fees PayPal may charge in connection with processing payments to You. You and not LegalProofs will be responsible for such fees. LegalProofs is not responsible for any delay in payment caused by the payment processor, non-delivery of payment due to payment processor, or denial of payment by the payment processor for any reason.
10. Reporting Inappropriate Content
The contents of all audio and video files provided by LegalProofs for transcription are subject to any applicable local, state, national or international laws and regulations. If You feel that any content. You become aware of may violate such laws or regulations, please report this content to LegalProofs immediately.
11. LegalProofs’ Platform Usage
As part of Your engagement with LegalProofs You will be authorized to access the LegalProofs platform, our online transcription platform, and other online assets as required by Your engagement. You agree that You will not attempt to access jobs, content, or data for which You have no authorization. You agree not to hack, reverse engineer, or otherwise attempt to access areas of the LegalProofs platform for which You are not authorized.
12. Arbitration Agreement and Class Action Waiver
12.1) LegalProofs and You mutually agree to resolve any and all dispute, claim, or controversy between You and LegalProofs regarding any aspect of Your relationship with LegalProofs, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory, and includes the validity, enforceability or scope of this arbitration agreement, with the exception of the enforceability of the Class Action Waiver clause below (each, a “Dispute”) exclusively and finally by binding arbitration rather than in a court or jury trial in accordance with this Section 12. The Parties agree that Dispute is to be given the broadest possible meaning that will be enforced, and shall include any claims against the other Party whenever You assert claims against us in the same proceeding regarding a Dispute that is already covered by this Agreement. This Agreement requires the arbitration of any claims that LegalProofs or You may have against the other or against any of their:
Officers, directors, employees, or agents in their capacity as such or otherwise, direct or indirect parents and subsidiaries, and affiliates, agents, successors or assigns, each and all of which may enforce this Agreement as direct or third-party beneficiaries.
12.2) This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims or controversies, past, present or future, arising out of or relating to the Agreement, this arbitration agreement, Your classification as an independent contractor, Your provision of services, Your use of the Website, any payments made to You or arising out of or relating to the acceptance or performance of services arranged through the Website, the termination of this Agreement, and all other aspects of a Contractor’s relationship (or the termination of its relationship) with the Company, whether arising under federal, state or local statutory and/or common law. Contractor and the Company agree that the mutual obligations to arbitrate disputes provide adequate consideration for this arbitration agreement.
12.3) If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to the Company at 4053 SW 7th Street, Plantation, Florida 33317. The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
12.4) Class and Collective Action Waivers. The Company and Contractor mutually agree that by entering into this Agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Private attorney general representative actions (“PAGA”) brought on behalf of the state under the California Labor Code are not currently arbitrable, not within the scope of this Arbitration Provision and may be maintained in a court of law, but a claim Contractor brings on its own behalf as an aggrieved employee for recovery of underpaid wages (as opposed to a representative claim for civil penalties) is arbitrable. Should a PAGA claim later be deemed arbitrable, then those claims are also subject to this provision to the extent allowed by applicable law. Notwithstanding any other clause contained in this arbitration agreement or the JAMS Rules (defined below), any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. The Class Action Waiver will be severable from this arbitration agreement in any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid, unenforceable, unconscionable, void or voidable. In such case, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
12.5) Except as otherwise stated in this arbitration agreement, any arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (“JAMS Rules”), subject to the following:
a) The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction.
b) The location of the arbitration proceeding will be in Miami, Florida unless the parties agree otherwise.
c) Unless applicable law provides otherwise, as determined by the arbitrator, the parties agree that they will equally split all of the arbitrator’s fees and costs. If the Arbitration proceeds under the JAMS Employment Arbitration Rules & Procedures, the Company will pay the arbitrator’s and arbitration fees and costs. Each party will pay for its own costs and attorneys’ fees, if any. However, if any party prevails on a claim which affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to the prevailing party as provided by law. If the law (including the common law) of the jurisdiction in which the arbitration is held requires a different allocation of arbitral fees and costs for this Agreement to be enforceable, then such law will be followed, and any disputes in that regard will be resolved by the arbitrator
d) The arbitrator may issue orders (including subpoenas to third parties) 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.
e) Except as provided in the Class 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, 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. The arbitrator shall apply the state or federal substantive law, or both, as is applicable.
f) The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
g) The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
h) Either the Company or Contractor 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 paragraph may be rendered ineffectual.
i) Notwithstanding the foregoing, any claim by Contractor that allege employment or worker classification disputes will be conducted within 25 miles of where the Contractor is located and in accordance with the JAMS Employment Arbitration Rules then in effect.
12.6) Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission). This arbitration agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable presidential Executive Order.
12.7) The JAMS Rules may be found at www.adr.org or by searching for “JAMS Comprehensive Commercial Arbitration Rules and Procedures” or “JAMS Employment Arbitration Rules & Procedures” using a service such as www.google.com or www.bing.com.
LegalProofs may terminate Your engagement at any time with or without reason. LegalProofs further reserves the right to suspend Your account following violation of this Agreement. You are able to petition Your account suspension in writing to LegalProofs.
14. Changes to the Terms of Service
LegalProofs reserves the right to change or alter these Terms at any time for any reason. The revised version will be available to You by any of the following means: (a) posting on the Website; (b) mailing a physical copy to the most recent address you maintain in your account with LegalProofs; or (c) emailing an electronic copy to the most recent email address you maintain in your account with LegalProofs. It’s Your responsibility to check these Terms of Service periodically to review any changes.
15. Acceptance of Terms
Your decision to continue Your contracted engagement with LegalProofs is Your acceptance of any changes to the Terms. If You do not accept the terms, You must terminate Your engagement immediately.
16. Style Guide Adherence
All work distributed to You by LegalProofs will always be subject to style guide rules which must be strictly adhered to when completing the task. Any work submitted which does not meet the parameters outlined in the associated style guide may be rejected by LegalProofs, forfeiting compensation in part or in full for that task. The final determination is at the discretion of the LegalProofs team. Adherence to style guides is critical for a successful engagement with LegalProofs.
17. Rejections Appeal Process
Any submitted work that does not meet the requirements of quality, turnaround time, and the applicable style guide will be subject to rejection. You will not be compensated for any rejected work. It is possible to dispute work rejections if You can demonstrate that Your work was incorrectly rejected. Rejection queries will be sent to the LegalProofs Helpdesk. You will need to provide an ID number for the file(s) in question. The LegalProofs Team will conduct a review and make a determination about the merit of the dispute. All decisions made by the LegalProofs team are final.
18. Equipment and Tools
The LegalProofs platform is an online platform that provides all the necessary tools to effectively and accurately complete transcription tasks. If You wish to increase Your efficiency, we suggest You make use of a pair of high-quality headphones, and potentially a foot pedal to start and pause the audio.
19. Inactive Accounts
LegalProofs has created an ecosystem to help You monetize your downtime with flexible work hours and diversity of possible work options based on Your qualifications. While there are no minimum weekly hours that You need to spend on the LegalProofs platform, LegalProofs reserves the right to deactivate Your user account if You have not been actively engaging in paid work within a ninety (90) calendar day period. By choosing to be inactive for over 90 calendar days, You agree to forfeit any funds that You have accumulated but not withdrawn.
If one or more of the provisions in these Terms of Service are deemed void or unenforceable to any extent in any context, such provisions shall nevertheless be enforced to the fullest extent allowed by law in that and other contexts, and the validity and force of the remainder of this Agreement shall not be affected.
21. Governing Law
The laws of the State of Florida shall govern the validity, interpretation, construction, and performance of these Terms of Service, without giving effect to the principles of conflict of laws.