Last updated: 8/15/2025
These Gigloop Terms of Service (the “Terms of Service” or the “Terms”) constitute a legally binding agreement between the User (defined below) of the Platform (defined below) (“you” or “your”) and Gigloop, LLC (together with its Affiliates, defined below), “Gigloop”, “we”, “us” or “our”) governing your use of Gigloop’s websites (including but not necessarily limited to www.gigloop.co ) (collectively, the “Sites”), mobile applications (collectively, the “Apps”), and related services, information and communications (collectively referred to herein as the “Platform” or the “Gigloop Platform”).
The use of all personal data you submit to the Platform or which we collect about you is governed by our Privacy Policy, which is located at www.gigloop.co/privacy.
These Terms, together with the Privacy Policy (which is incorporated by reference, and referred to collectively, herein as the “Agreement”), governs your access to and use of the Platform. The Agreement also includes all other supplemental policies and terms referenced and/or linked to within these Terms or which are otherwise made available to you, all of which also apply to your use of the Platform and are incorporated into the Agreement by reference.
FOR U.S. AND CANADIAN USERS, SECTION 24 CONTAINS AN ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT, WITH LIMITED EXCEPTION, REQUIRES YOU TO SUBMIT DISPUTES AND CLAIMS YOU HAVE AGAINST GIGLOOP TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. PLEASE READ IT CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING, IF APPLICABLE, YOUR RIGHT TO OPT OUT OF ARBITRATION.
BY ACKNOWLEDGING THE TERMS OF SERVICE AND/OR ACCESSING AND USING THE PLATFORM, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOU HAVE READ AND UNDERSTAND AND AGREE TO BE BOUND BY (WITHOUT LIMITATION OR QUALIFICATION), THE AGREEMENT (INCLUDING, ALL TERMS INCORPORATED HEREIN BY REFERENCE).
IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT AND ABIDE BY ITS TERMS, YOU MAY NOT ACCESS OR USE THE PLATFORM.
1. The Platform.
A. Online Marketplace.
The Platform is an online web- and app-based two-sided marketplace which enables
connections between Clients and Creators. “Client(s)” are individuals and/or businesses seeking to obtain short-term services in the form of social media content creation for themselves or their businesses (“Gig(s)”), and “Creator(s)” are individuals and/or businesses seeking to perform Gigs for Clients. Clients and Creators are referred to herein together as “User(s)”.
Creators are individuals and/or independent business owners, providing services under their own name or business name (and not under Gigloop’s name), using their own tools and supplies. Creators choose the applicable rates for Gigs, without deduction by Gigloop. Creators may (a) maintain a clientele without any restrictions from Gigloop; (b) offer and provide their services elsewhere, including through competing platforms; and (c) accept or reject Clients and Service Agreements (defined below). Creators are independent contractors of Clients, and Clients are therefore clients of Creators, not Gigloop.
Any reference to a Creator being licensed or credentialed in some manner, or being “badged”, “reliable”, “reliability rate”, “elite”, “great value”, “vetted” (or similar language) indicates only that the Creator has completed a relevant user account registration process or met certain criteria and does not, and shall not be deemed to, represent anything else. Any such description: (i) is intended to be useful information for Clients to evaluate when they make their own decisions about the identity and suitability of Creators whom they select or interact, or contract with via the Platform; and (ii) is not an endorsement, certification or guarantee by Gigloop of a Creator’s skills or qualifications or whether they are licensed, insured, trustworthy, safe or suitable.
Notwithstanding any feature or service of the Platform that a Client may use to expedite Creator selection, the Client is responsible for determining the Gig and selecting or otherwise approving their Creator and should undertake their own research prior to booking any Gig to be satisfied that a specific Creator has the right qualifications.
B. Gigloop’s Role.
The Platform is not an employment agency service or business, and Gigloop is not an employer of any User. Users are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Gigloop.
Users hereby acknowledge and agree that (a) Gigloop does not (i) perform Gigs nor
employ individuals to perform Gigs, (ii) supervise, scope, direct, control or monitor Creators’ work (including that Gigloop does not set Creators’ work locations, work hours, or terms of work), nor provide tools or supplies to, or pay any expenses of, Creators, or (iii) have any control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Gigs or Users (or the acts or omissions thereof), nor of the integrity, responsibility, competence, qualifications, communications, or the ratings or reviews provided by Users with respect to each other; and (b) the formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Gigloop, nor any employment or other relationship between Gigloop and the Users or between the Client and the Creator. Users do not have authority to, and may not act as agent for, nor bind or make any representations on behalf of, Gigloop (including that Creators may not modify all or any part of the Gigloop fees (see Section 3 below)).
Gigloop is neither responsible nor liable for any right of publicity violations or other causes of action arising out of or related to the recording of any individuals by a Client or Creator as part of performing Gigs. Clients and Creators assume all responsibility and liability for obtaining the necessary consent from any individuals (hired or otherwise) appearing in any social media content created by said Clients and Creators (see Section 2(E)(iii) below).
Gigloop is neither responsible nor liable for workers’ compensation or any tax payment or withholding, including but not limited to applicable sales taxes, HST/QST/GST/PST,
unemployment or employment insurance, Canada Pension Plan, disability insurance, applicable VAT, National Insurance, employer’s liability, employer training tax, social security contributions, PAYE or other applicable payroll withholdings in connection with a User’s use of the Platform, or personal income tax. The Creator assumes full and sole responsibility for all required and applicable income tax and social contributions such as Social Security or National Insurance Contribution withholdings as to the Creator and all persons engaged by the Creator in the performance of the Gig Services. Each User assumes all liability for proper classification of such User’s workers based on applicable legal guidelines.
C. License.
Subject to your compliance with the terms of the Agreement, Gigloop grants you a limited, non-exclusive, non-transferable and revocable license to (a) access and use the Platform (in the locations and territories where the Platform has a presence), (b) download, access and use the App on your personal device, solely in furtherance of your use of the Platform, and (c) access and view any content, information and materials made available on the Platform, in all cases for your personal use and the intended purpose of the Platform. All Users are subject to, and agree to comply with, the Acceptable Use Policy (below) in their use of the Platform. Users may not copy, download, us, redesign, reconfigure, reverse engineer or retransmit the Platform or anything therefrom or thereon (in whole or in part) without Gigloop’s prior written consent. Any rights not granted by Gigloop are expressly reserved.
D. User Representations and Warranties.
In your access to and use of the Platform, you represent and warrant that you:
E. Additional Creator Representations and Warranties.
If you are a Creator, you additionally represent and warrant that, in your access to and use of the Platform, you:
2. Use of the Platform.
A. Registration.
You must register and create an account to access and use the Platform, providing only correct and accurate information (such as, without limitation, your name, business name, mailing address, email address, and/or telephone number). You agree to immediately notify Gigloop of any changes to your account information. If any such change relates to ownership of your telephone numbers, you may notify Gigloop by texting STOP to any text message sent to the retiring phone number. Failure to provide and maintain updated and accurate information may result in your inability to use the Platform and/or Gigloop’s termination of this Agreement with you. Gigloop may restrict anyone from completing registration if Gigloop determines such person may threaten the safety and integrity of the Platform, or if such restriction is necessary to address any other reasonable business concern.
B. Account Security.
You are fully and solely responsible for (a) maintaining the confidentiality of any log-in, password, and account number provided by or given to you to access the Platform; and (b) all activities that occur under your password or account, even if not authorized by you. Gigloop has no control over any User’s account. You agree to notify Gigloop immediately if you suspect any unauthorized party may be using your Platform password or account or any other breach of
security.
C. Creator Onboarding
(i) Background Checks. Gigloop does not perform any independent reviews (such as identity verification or criminal background checks) of Creators before they are allowed to register on or subsequently us. In instances where a background check has been performed, Gigloop cannot, and does not, assume any responsibility or liability for the accuracy or reliability of background check information, nor for any false or misleading statements made by Users of the Platform. Accordingly, Clients may wish to perform their own independent reviews of Creators before hiring them.
(ii) Professional Licensing. Gigloop does not independently verify that Creators have the
necessary expertise, or have obtained any licenses, permits, or registrations required, to
perform their Gigs. It may be unlawful to perform certain types Gigs without a
license, permit and/or registration, and performing same may result in law enforcement action
and/or penalties or fines. Creators are solely responsible for avoiding such prohibited Gigs.
If you have questions about how national, state, provincial, territorial and/or local laws apply to
your Gigs on the Platform, you should first seek appropriate legal guidance. Clients are
solely responsible for determining if a Creator has the skills and qualifications necessary to
perform the specific Gig and confirming that the Creator has obtained all required licenses,
permits, or registrations, if any. Clients may wish to consult their national, state, provincial,
territorial and/or local law requirements to determine whether certain Gigs are required to
be performed by a licensed or otherwise registered professional.
D. Service Agreement.
The Platform allows Users to offer, search for and book Gigs. After identifying and selecting a Creator to perform a Gig, the Client and the Creator may communicate via the messaging feature in the Platform (the “Messaging Feature”) to understand the scope, schedule and other details of the Gig (including, without limitation, any specific hazards, obstacles, or impediments in the Gig location (whether visible or concealed) that may impact the performance of the Gig). Once the Gig is scheduled via the Platform by the Creator, the Client and Creator form a legally binding contract for the Gig, which includes the engagement terms proposed and accepted, and any other contractual terms agreed to, by the Client and the Creator in the Messaging Feature for the Gig (the “Service Agreement”). The Client and the Creator each agree to comply with the Service Agreement and the Agreement during the engagement, performance and completion of a Gig. Creators are responsible for exercising their own business judgment in entering into Service Agreements and performing Gigs; and acknowledge that there is a chance for individual profit or loss. Gigloop is not a party to any Service Agreement. The formation of a Service Agreement will not, under any circumstances, create any responsibility or liability for Gigloop.
E. Other Parties
(i) Creator Assistants. Where approved in advance by the Client in the Messaging
Feature for the Gig, Creators may engage assistants, helpers, subcontractors or other
personnel (“ Creator Assistant(s)”) to perform all or any part of a Gig; provided that such
Creator Assistants have registered through the Platform and meet all of the requirements
applicable to the Creator as set out in the Agreement. The Creator assumes full and sole
responsibility for the acts and omissions of all Creator Assistants used in its performance of
Gigs and is fully responsible for: (a) the lawful payment of all compensation, benefits and
expenses for its Creator Assistants, (b) all required and applicable tax withholdings as to such Creator Assistants, and (c) ensuring all Creator Assistants are registered Creators on the
Platform.
(ii) Client Agents. The Client agrees that if they have authorized someone other than the Client to book a Gig on their behalf or to be present in their stead when the Gig is performed, the Client is appointing that person as their agent (“Client Agent(s)”), and the Client is deemed to have granted to the Client Agent the authority to act as their agent in relation to
the applicable Gig. Client Agents may direct or instruct the Creator’s performance of the Gig, and the Creator may follow such direction as if the direction was given by the Client. The Client assumes full and sole responsibility for the acts and omissions of Client Agents.
(iii) Members of the Public. If the Client is hiring a Creator to create social media content that includes photos or videos incorporating hired models, the Client agrees to obtain a written release from each model granting permission for the Client and Creator to use said model as part of the social media content. If the Client is hiring a Creator to create social media content that includes photos or videos captured in publicly accessible areas (including but not limited to the Client’s place of business), the Client agrees to conspicuously post a crowd release notice at each entrance of the publicly accessible area that alerts members of the public that they may be captured on camera, and stating that by entering the area, they are consenting to being captured on camera. An example of such a crowd release notice is as follows:
“By entering this area and by your presence here, you consent to be photographed,
filmed and/or otherwise recorded. Your entry to this area constitutes your consent,
without compensation, to such photography, filming and/or recording and to any use, in
any and all media throughout the universe in perpetuity, of your likeness, voice and
name for any purpose whatsoever in connection with [Client name]’s business and
associated social media content, and you release [Client name], its successors, assigns
and licensees from any liability whatsoever of any nature. You understand that all
photography, filming and/or recording will be done in reliance on this consent given by
you by entering this area. If you do not agree to the foregoing, please do not enter this
area.”
F. Acceptable Use Policy.
Without limitation, you may not use the Platform, and you may not permit any third party, to:
Additionally, you may not, and you may not permit any third party to:
3. Fees, Billing, Invoicing, and Payment; Cancellation.
Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Gig Payment and all Gigloop fees) are non-refundable.
A. Gig Payment and Other Amounts Owed by the Client.
All amounts owed and/or to be paid by you shall be set out in an invoice (“Invoice(s)”), which will include the Gig-related fees and Gigloop fees, each as described in more detail below in this Section A. By providing a payment method, and upon receipt (whether through the Platform or via text or email) that the Gig has been completed, you authorize us to process your existing payment method. If we are unable to charge your existing payment method, you
authorize us to use any payment methods you have previously linked to your account. You acknowledge and agree that we may prevent you from booking future Gigs, if any amounts remain outstanding on your account. Unless otherwise expressly stated in this Agreement, all fees (including, without limitation, the Gig Payment and all Gigloop fees) are non-refundable.
(i) Gig-related fees. The Client is responsible for paying the following associated with each Gig:
(ii) Gigloop fees. In addition to the amounts owed for the Gig as set out in Section A(i) above, Gigloop charges, and the Client is responsible for paying, the following fees associated with each Gig:
Gigloop reserves the right to change its fees at any time and will notify Clients of any fee changes in accordance with Section 17. If you disagree with a Gigloop fee change, you may cease using the Platform and terminate the Agreement, at any time, pursuant to Section 7. Creators have no authority to, and may not, modify all or any part of Gigloop’s fees.
B. Amounts Owed by Creators.
Creators will be responsible for (1) paying registration fees, if applicable, and (2) repaying to Gigloop or the PSP any erroneous payments or other amounts received by the Creator.
C. Payment Service Provider (“PSP”).
All amounts owed and/or to be paid by any User must be paid through the PSP. The Client will be required to provide their payment method details to Gigloop and the PSP. The Creator will be required to set up an account with the PSP, which requires registration with the PSP, consent to the terms of service of the PSP (the “PSP Services Agreement”), and completion of a vetting process and/or account validation. Gigloop is not a party to any PSP Services Agreement, and has no obligations, responsibility or liability to any Creator or other party under any PSP Services Agreement.
D. Fraud.
Notwithstanding anything herein to the contrary, the Client will not be held responsible for transactions that are identified by Gigloop as potential or confirmed fraud; provided that the Client did not contribute to or cause (directly or indirectly, in any part) such fraud. In these instances, a transaction may be declined, frozen or held until investigation is complete.
E. Sales Tax Collection and Remittance.
Users of the Platform may be liable for taxes or similar charges (including VAT, if applicable in the country where the Gig is performed), which are imposed on the Gigs performed and/or fees paid under the Agreement and must be collected and/or paid.
In certain jurisdictions, applicable rules require that we collect and/or report tax and/or revenue information about you to applicable tax authorities. You agree that Gigloop may issue, on your behalf, receipts or similar documentation to facilitate accurate tax reporting, and use of your account may be paused until such documentation is provided.
Notwithstanding anything herein to the contrary, however:
F. Availability, Rescheduling, and Cancellation Fees.
Creators must maintain accurate availability, and Clients should book Gigs for the intended time. Gig cancellations due to scheduling conflicts should be minimized.
This Agreement requires that:
Clients may cancel a Gig at any time. However, Clients will be subject to a cancellation fee if either of the following are applicable:
In situations where the Client cancels a Gig, the cancellation fee will be charged to the Client’s payment method associated with the Gig, and will be calculated as the equivalent of the agreed upon rate in full for the Gig.
By agreeing to use our Platform and booking a Creator, Clients acknowledge their understanding and acceptance of this cancellation policy. It is the responsibility of the Client to respond to their Creator or Gigloop Support, and ensure their availability for the scheduled Gig.
For client cancellations meeting the criteria above, Creators affected by these cancellations will be eligible to receive the equivalent of the agreed upon rate in full for the Gig, in accordance with our company values, with one exception:
Creators with violations of the Gigloop Terms of Service in the last 90 days may be ineligible to receive compensation.
If a Client refuses to pay the cancellation fee, their account may be suspended or deactivated, and they may be held responsible for any additional costs incurred by Gigloop or the Creator due to the cancellation.
In situations where the Creator cancels a Gig, the Creator will not be entitled to any compensation, and any upfront deposits paid to the Creator must be returned to the Client. If the Creator fails to cancel and is a no-show for a Gig, their account may be suspended or deactivated, and they may be held responsible for any additional costs incurred by Gigloop or the Client due to the no-show.
4. Contests and Promotional Codes.
Gigloop may, from time to time, provide certain optional promotional codes, opportunities and contests to Users. All such optional promotional opportunities will be run at the sole discretion of Gigloop, will be subject to the terms and conditions governing same, and can be implemented, modified, or removed at any time by Gigloop without advance notification. The liability of Gigloop and Affiliates relevant to such promotional opportunities and contests, shall be subject to the limitations set forth in Section 13 of these Terms.
5. Public Areas.
The Platform may contain profiles, email systems, blogs, message boards, reviews, ratings, gig postings, chat areas, news groups, forums, communities and/or other message or communication facilities (“Public Areas”) that allow Users to communicate with other Users. You may only use such community areas to send and receive messages and materials that are relevant and proper to the applicable forum.
You understand that all submissions made to Public Areas will be public, and you will be publicly identified by your name or login identification when communicating in Public Areas. Gigloop will not be responsible for the actions of any Users with respect to any information or materials posted or disclosed in Public Areas.
6. Deactivation and Suspension.
In the event of an actual or suspected breach by you of any part of the Agreement (including, without limitation, abuse, fraud or interference with the proper working of the Platform), Gigloop may (a) suspend your right to use the Platform pending its investigation; and/or (b) deactivate your account or limit your use of the Platform upon its confirmation of a breach. Gigloop will provide you with written notice of its determination in accordance with, and as required by, applicable laws. If you wish to appeal any determination made by Gigloop pursuant to this Section, please contact us at support@gigloop.co within 14 days of receipt of such notice with the grounds for your appeal.
If Gigloop suspends or deactivates your account or limits your use of the Platform pursuant to this Section 6, you may not register and/or create a new account under different usernames, identities or contact details (whether under your or any other name or business name), even if you are acting on behalf of a third party.
7. Termination.
You may terminate the Agreement between you and Gigloop at any time by ceasing all use of the Platform and deactivating your account. Gigloop may terminate the Agreement between you and Gigloop at any time, and cease providing access to the Platform (pursuant to Section 6 above), if you breach any part of the Agreement or violate applicable laws.
Even after your right to use the Platform is suspended, terminated or limited, the Agreement will remain enforceable against you. Gigloop reserves the right to take appropriate legal action pursuant to the Agreement.
8. User Generated Content; Feedback.
A. User Generated Content.
“User Generated Content” is defined as any information, content and materials (including any videotape, film, recording, photograph, voice) you provide to Gigloop, its agents, Affiliates, and corporate partners, or other Users in connection with your registration for and use of the Platform (including, without limitation, the information and materials posted or transmitted for use in Public Areas).
User Generated Content is not the opinion of, and has not been verified or approved by, Gigloop. You acknowledge and agree that Gigloop: (a) is not involved in the creation or development of User Generated Content and does not control any User Generated Content; (b) is not responsible or liable for any User Generated Content (including any accuracy, or results obtained by the use, thereof or reliance thereon); (c) may, but has no obligation to, monitor or review User Generated Content; and (d) reserves the right to limit or remove User Generated Content if it is not compliant with the terms of the Agreement.
You are and remain solely responsible and liable for your User Generated Content. To the extent permitted by law, you hereby grant Gigloop, for the full duration of all rights that may exist in the User Generated Content (including any legal extensions thereof), a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, unrestricted, sublicensable (through multiple tiers), transferable right and license to publish, reproduce, disseminate, transmit, distribute, modify, adapt, publish, translate, create derivative works from, publicly perform, exhibit, display (in whole or in part), act on and/or otherwise use your User Generated Content, in any media, form or technology now known or later developed, including (without limitation) in connection with any advertising, marketing, and/or publicizing of the Platform, without any approval by, or compensation to, you. You acknowledge and agree that the foregoing license shall also extend to, and Gigloop and its Affiliates may use (in accordance with this Section), your name, username, image, silhouette and other reproductions of your physical likeness, voice, likeness, screenname(s) and/or any biographical, professional and/or other identifying information (collectively, “Likeness”) in, and in connection with, the your use of the Platform, including on websites, social media platforms and third-party digital platforms owned or controlled by us or our Affiliates.
You hereby represent and warrant to Gigloop that (i) have the lawful authority to grant the rights in your User Generated Content as set out herein, and that such rights do not negatively impact any third-party rights; and (ii) your User Generated Content will not: (1) be false, inaccurate, incomplete or misleading; (2) be fraudulent or involve the transfer or sale of illegal, counterfeit or stolen items; (3) infringe on any third party’s privacy, or copyright, patent, trademark, trade secret or other proprietary or intellectual property right or rights of publicity or personality (to the extent recognized by law in the country where the Gig is performed); (4) violate any law, statute, ordinance, code, or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, incitement of hatred or false or misleading advertising, anti-spam or privacy); (5) be defamatory, libelous, malicious, threatening, or harassing; (6) be obscene or contain pornography (including but not limited to child pornography) or be harmful to minors; (7) contain any viruses, scripts such as Trojan Horses, SQL injections, worms, time bombs, corrupt files, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (8) claim or suggest in any way that you are employed or directly engaged by or affiliated with Gigloop or otherwise purport to act as a representative or agent of Gigloop; or (9) create liability for Gigloop or cause Gigloop to lose (in whole or in part) the services of its Internet Service Providers (ISPs) or other partners or suppliers.
You hereby waive (a) any “moral rights” associated with the User Generated Content (to the extent allowable by law); and (b) all claims relevant to the User Generated Content and Gigloop’s use thereof and of your Likeness. You release the Gigloop Parties (defined below) from, and shall hold such parties harmless from and against, any and all Liabilities (defined below), (including, without limitation, for defamation, malicious falsehood, invasion of right to privacy, data protection, publicity or personality or any similar matter), based upon or relating to Gigloop’s use and exploitation of such User Generated Content and your Likeness as permitted herein. THE RELEASES HEREUNDER ARE INTENDED TO APPLY TO ALL CLAIMS NOT NOW KNOWN OR SUSPECTED TO EXIST, WITH THE INTENT OF WAIVING THE EFFECT
OF CALIFORNIA CIVIL CODE SECTION 1542, AS SET FORTH IN SECTION 25(A)(III)
BELOW.
B. Feedback
The Platform hosts User Generated Content relating to reviews and ratings of specific Creators (“Feedback”), which enables Users to post and read other Users’ expressions of their experiences. Feedback is the opinion of the User who has posted it. Feedback is not the opinion of, and has not been verified or approved by, Gigloop. Gigloop does not evaluate Users. Gigloop may, but is not obligated to, investigate, modify and/or remove any Feedback or other remarks posted by Users. You may request removal of a review that violates this Agreement by contacting us at support@gigloop.co.
When leaving a review, you can rate your experience with your Creator on a scale of 1 to 5 stars. At the bottom of the screen, you can also leave a public written review for your Creator. If you do, you must comply with the following guidelines:
To encourage candid feedback and avoid conflict, we ask Users to not contact each other about a negative review. If a Creator contacts you after you leave a review, please notify us at support@gigloop.co.
9. Intellectual Property Rights.
The Platform, and all components thereof and content made available and/or displayed thereon (including the Marks (defined below), and all text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, typefaces, information, tools, designs, interfaces and other content (including the coordination, selection, arrangement, and enhancement of, and any and all intellectual property rights in and to, the foregoing (collectively “Proprietary Material”)), is owned by Gigloop, excluding User Generated Content and any third-party websites made available on or via the Platform. Proprietary Material is protected, in all forms, media and technologies now known or hereinafter developed, by domestic and international laws, including those governing copyright, patents, and other proprietary and intellectual property rights. Any use of the Proprietary Material other than as permitted in the Agreement is expressly prohibited.
The service marks, logos and trademarks of Gigloop (the “Marks”), including without limitation those for Gigloop, are owned by Gigloop. The Marks are not available for use by Creators. You may not copy or use the Marks without obtaining Gigloop’s express prior written consent. Any other trademarks, service marks, logos and/or trade names appearing on the Platform are the property of their respective owner and may not be used without the prior written consent of such owner.
10. Ownership and License of Gig Deliverables.
For any Gigs completed by a given Creator, the Creator hereby represents and warrants that:
The Creator hereby agrees to release Gigloop and the associated Client, and agrees to indemnify and hold them harmless for any liability and expense, including reasonable attorneys’ fees, arising from or out of the breach of the above warranties.
Subject to the Creator receiving payment in full for a given Gig (both the Gig Deposit and Gig Balance), per the terms of Section 2:
Creators and Clients further agree that any and all Gig Deliverables may be used by Gigloop for no additional consideration for Gigloop marketing purposes and/or other purposes relevant for the operation and function of the Gigloop Platform or Sites. Creators and Clients acknowledge and agree that Gigloop is not required to give any credit or attribution to Creators or Clients as part of any such uses of said Gig Deliverables.
11. Links to Third-Party Websites.
The Platform may contain links (such as, without limitation, hyperlinks, external websites that are framed by the Platform, and advertisements displayed in connection therewith (including as may be featured in any banner or other advertising) to third-party websites), which are maintained by parties over which Gigloop exercises no control.
Such links are provided for reference and convenience only; and do not constitute Gigloop’s endorsement, warranty or guarantee of, or association with, those websites, their content or their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other websites. The use of any website controlled, owned or operated by a third party is governed by the terms and conditions of use and privacy policy for that website. You access and use such third-party websites at your own risk.
Gigloop has no obligation to monitor, review, limit or remove links to third-party websites, but reserves the right to do so, at its sole discretion. Gigloop (a) expressly disclaims any responsibility or liability for any such third-party links or websites (including your access to or use thereof, and any products or services advertised or offered thereby, and any claims arising therefrom); and (b) is not and will not be a party to any transaction between you and any third-party providers of products or services.
You expressly release Gigloop from any and all liability arising from your access to and/or use of any third-party websites.
12. Copyright Complaints and Copyright Agent.
If you believe, in good faith, that any materials provided on or in connection with the Platform infringe upon your copyright or other intellectual property right, please send the following information to Gigloop’s Copyright Agent identified below:
The above information should be emailed to our Copyright Agent at info@gigloop.co (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:
Attn: Legal Department – DMCA Notice
Gigloop, LLC
17870 Newhope Street, Suite 104-499
Fountain Valley, California 92708
United States of America
If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content on the Platform, you may send a written counter-notice containing the following information to our Copyright Agent:
If a counter-notice is received by our Copyright Agent, we will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.
Under United States federal law, if you knowingly misrepresent that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs, and attorneys’ fees.
Please note that the procedure outlined herein is exclusively for notifying Gigloop and its Affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Gigloop’s rights and obligations under the Digital Millennium Copyright Act of 1998 (as it may be amended, “DMCA”), including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable law.
In accordance with the DMCA and other applicable law, we have adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. We may also, at our sole discretion, limit access to the Platform and/or terminate the User accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
13. Disclaimer of Warranties.
Use Of The Platform Is Entirely At Your Own Risk
THE PLATFORM AND THE TECHNOLOGY UNDERLYING IT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, GOOD AND WORKMANLIKE SERVICES, COMPLIANCE WITH ANY LAW, STATUTE, ORDINANCE, REGULATION, OR CODE, AND/OR NON-INFRINGEMENT), AND THE SAME ARE EXPRESSLY EXCLUDED.
WITHOUT LIMITING THE FOREGOING, GIGLOOP AND ITS PARENTS, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, AGENTS, INVESTORS, SUBSIDIARIES, ATTORNEYS, REPRESENTATIVES, INSURERS, EMPLOYEES, SUCCESSORS AND ASSIGNS (COLLECTIVELY, THE “AFFILIATES”, AND TOGETHER WITH GIGLOOP, THE “GIGLOOP PARTIES”):
1. MAKE NO, AND EXPRESSLY DISCLAIM (TO THE EXTENT PERMITTED BY LAW), ALL REPRESENTATIONS AND WARRANTIES AS TO, (I) THE TIMELINESS, SUITABILITY, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF THE PLATFORM, (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM OR ANY GIG OR SERVICE PROVIDED ON, THROUGH OR IN CONNECTION WITH THE USE OF THE PLATFORM, OR (III) THE GIGS OR SERVICES PROVIDED BY, OR THE INTERACTIONS OR COMMUNICATIONS OF OR BETWEEN, USERS OF THE PLATFORM (WHETHER ON- OR OFF-LINE, OR OTHERWISE) (INCLUDING, BUT NOT LIMITED TO, AS TO ANY CREATOR’S ABILITY, PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSURE);
2. DO NOT WARRANT THAT THE PLATFORM IS OR WILL BE (1) ERROR-FREE OR THAT ACCESS THERETO WILL BE UNINTERRUPTED; OR (2) FREE FROM COMPUTER VIRUSES, SYSTEM FAILURES, WORMS, TROJAN HORSES, OR OTHER HARMFUL COMPONENTS OR MALFUNCTIONS, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; AND
3. DO NOT WARRANT, ENDORSE, GUARANTEE, RECOMMEND, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, INCLUDING BY ANY CREATOR, AND GIGLOOP WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
United States federal law and some states, provinces, and other jurisdictions do not allow the exclusion of and/or limitations on certain implied warranties, so the above exclusions and/or limitations may not apply to you. These terms give you specific legal rights, and you may also have other rights, which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, and limitations under these terms will not apply to the extent prohibited by applicable law.
14. Limitation of Liability.
You acknowledge and agree that Gigloop is only willing to provide the Platform if you agree to certain limitations of our liability to you and third parties, as set out in this Section and elsewhere in the Agreement.
THEREFORE, YOU ACKNOWLEDGE AND AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE GIGLOOP PARTIES OR THEIR CORPORATE PARTNERS BE RESPONSIBLE OR LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT OR OTHERWISE) FOR, AND SUCH PARTIES EXPRESSLY DISCLAIM, ANY AND ALL LIABILITY, CLAIMS, DEMANDS, DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL, ACTUAL, CONSEQUENTIAL, ECONOMIC, SPECIAL OR EXEMPLARY (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, FAILURE TO STORE ANY INFORMATION AND THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), EXPENSES (INCLUDING ATTORNEYS’ FEES AND COSTS), LOSSES, GOVERNMENTAL OBLIGATIONS, SUITS, AND/OR CONTROVERSIES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED (COLLECTIVELY, “LIABILITIES”) ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THE PLATFORM OR YOUR OR ANY OTHER PARTY’S USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY OF THE SAME. TO THE EXTENT PERMITTED BY LAW, YOU HEREBY RELEASE THE GIGLOOP PARTIES AND THEIR CORPORATE PARTNERS FROM THE FOREGOING.
Nothing in the Agreement excludes or limits any liability or warranty that, by applicable law, may not be limited or excluded. Additionally, some jurisdictions do not allow the exclusion of certain warranties or limitation of incidental or consequential damages; in such cases the above limitations may not apply to you in their entirety.
IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT THE GIGLOOP PARTIES OR THEIR CORPORATE PARTNERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EXCEED: (A) IF YOU ARE A CLIENT, THE TOTAL FEES PAID BY YOU TO GIGLOOP IN THE ONE (1) MONTH PRIOR TO THE TIME SUCH CLAIM AROSE; AND (B) IF YOU ARE A CREATOR, THE TOTAL GIG PAYMENTS PAID TO YOU BY CLIENTS IN THE ONE (1) MONTH PRIOR TO THE TIME SUCH CLAIM AROSE, TO THE EXTENT PERMITTED BY APPLICABLE LAW.
Notwithstanding the foregoing, for all residents of a country outside of the United States, regardless of any other provision in the Agreement excluding or limiting Gigloop’s liability, nothing in these Terms excludes or limits Gigloop’s warranties and liability for: (a) death or personal injury caused by Gigloop; or (b) Gigloop’s gross negligence or willful misconduct.
15. Indemnification.
Users’ indemnification obligations are set out below in this Section. Gigloop reserves the right, in its own sole discretion, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without the prior written consent of Gigloop.
A. Client Indemnification.
If you are a Client, you shall indemnify, defend, and hold harmless Gigloop and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your breach or violation of the Agreement; (iii) your violation of any law, or the rights of any User or third party; (iv) your use of any third-party links or websites that appear on the Platform; (v) any User Generated Content and/or Feedback submitted by you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Client Agents.
B. Creator Indemnification.
If you are a Creator, you shall indemnify, defend, and hold harmless Gigloop and Affiliates from and against any and all Liabilities incurred in connection with (i) your use of, inability to use, or participation on, the Platform; (ii) your participation in Gigs, or your ability or inability to perform Gigs or to receive payment therefor; (iii) your breach or violation of the Agreement; (iv) your violation of any law, or the rights of any User or third party; (v) any User Generated Content and/or Feedback submitted by or about you or using your account to the Platform, including but not limited to the extent such content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful; and (vi) the acts or omissions of any Creator Assistants.
16. Dispute Resolution.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to, arising from or regarding your use of the Platform, your relationship with Gigloop, Gigs, or the Agreement (including previous versions), (“Dispute”), you can try to find an amicable solution with Gigloop before initiating any out of court settlement (such as mediation or arbitration) or court proceeding (except as may be set forth in Section 24). Such informal negotiations will commence upon written notice. Your address for such notices is the one associated with your account, with an email copy to the email address you have provided to Gigloop. Gigloop’s address for such notice is as follows:
Attn: Legal Department
Gigloop, LLC
17870 Newhope Street, Suite 104-499
Fountain Valley, California 92708
United States of America
17. App Store-Sourced Apps.
If you access or download any App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement and will comply therewith in your access to and use of the App(s). If you access or download any App from the Google Play Store, you agree to Google Play Terms of Service and will comply therewith in your access to and use of the App(s).
18. Changes to the Agreement, the Platform and the App.
A. Changes to the Agreement.
Gigloop reserves the right, for justifiable and proportionate reasons, at any time, to review, change, modify, update, add to, supplement, suspend, discontinue, or delete any term(s) or provision(s) of the Agreement (including the Privacy Policy).
Notice of such amendments may be given by posting such updates or modifications (or notice thereof) on the Platform, on the online location of the relevant terms, policies or supplemental terms, by e-mail or in any other reasonable manner; and the amendments will be effective upon such posting. Your continued use of the Platform after such posting constitutes your consent to be bound by the Agreement, as amended.
Notwithstanding the foregoing, if such modifications and/or updates are material, you will be informed in advance (in the manner set out in this Section) for your acceptance or rejection. If any changes to the Agreement are unacceptable to you or cause you to no longer be in compliance with the Agreement, the previous Terms will apply to your current Gigs, but you will not be able to use the Platform or contract new Gigs and you must deactivate your account, and immediately stop using the Platform. After notifying you of any material changes, your continued use of the Platform following any revision to the Agreement constitutes your complete and irrevocable acceptance of any and all such changes, except where prohibited by any laws or regulations in your jurisdiction.
To the extent permitted by law, Gigloop shall not be liable to you for any modification to all or any portion of the Agreement.
B. Changes to the Platform.
Gigloop reserves the right to, at any time, review, improve, modify, update, upgrade, discontinue, impose limits, or restrict access to, whether temporarily or permanently, all or any portion of the Platform (including any content or information available on or through the Platform), effective with prior notice (where possible) and without any liability to Gigloop. To the extent permitted by law, Gigloop shall not be liable to you for any updates, upgrades, modifications to or discontinuance of all or any portion of the Platform.
C. Mobile App Updates and Upgrades.
By installing the App(s), you consent to the installation of the App(s) and any updates or upgrades that are released through the Platform. The App (including any updates or upgrades) may (i) cause your device to automatically communicate with Gigloop’s servers to deliver the App functionality and to record usage metrics, (ii) affect App-related preferences or data stored on your device, and/or (iii) collect personal information as set out in our Privacy Policy. You can uninstall the App(s) at any time.
19. No Rights of Third Parties.
Except as expressly set out herein and/or is otherwise required by applicable laws, the Agreement is for the sole benefit of Gigloop and the User, and their permitted successors and assigns, and there are no other third-party beneficiaries under the Agreement. None of the terms of the Agreement are enforceable by any persons who are not a party to the Agreement; provided, however, that Gigloop may enforce any such provisions on behalf of its Affiliates. In the United Kingdom, no terms are enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to the Agreement, provided, however, that a Client’s Agent may act in the name of and on behalf of their Client.
20. Notices and Consent to Receive Notices Electronically.
Unless otherwise specified in the Agreement, all agreements, notices, disclosures and other communications (collectively, “Notices”) under the Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day it is shown as delivered by the overnight delivery service’s tracking information, if sent for next day delivery by a recognized overnight delivery service. Notwithstanding the foregoing, any Notices to which the Agreement refers will be sent to you electronically (including, without limitation, by email or by posting Notices on the Sites), and you consent to receive Notices in this manner. All notices that we provide to you electronically satisfy any legal requirement that such communications be in writing.
If you have any questions about these Terms of Service or about the Platform, please contact us at support@gigloop.co.
21. Consent to Electronic Signatures.
By using the Platform, you agree (a) to transact electronically through the Platform; (b) your electronic signature is the legal equivalent of your manual signature and has the same legal effect, validity and enforceability as a paper-based signature; (c) your use of a keypad, mouse or other device to select an item, button, icon or similar act/action, constitutes your signature as if actually signed by you in writing; and (d) no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of your electronic signature.
22. Governing Law.
Except for Sections 15 (Dispute Resolution) and/or 24 (Jurisdiction-specific Provisions) hereof, the Agreement and your use of the Platform will be governed by, and will be construed under, the laws of the State of California.
The choices of law set out in this Section shall apply unless and to the extent federal, state, provincial, local and international laws, rules, regulations, directives, judgments and/or orders binding on or applicable to you or your performance hereunder, require that the Agreement or your use of the Platform be governed by the laws of the country in which the Gig is performed. This provision is intended only to designate the governing laws to interpret the Agreement and is not intended to create any substantive right to non-residents of the designated country/province/state to assert claims under such law whether by statute, common law, or otherwise. Nothing shall prevent Gigloop from bringing proceedings to protect our intellectual property rights before any competent court.
23. Notices.
The Gigloop Platform, websites and Apps are owned and operated by Gigloop, LLC, a limited liability company registered in California (United States). Our registration number is B20250057033. If you have any questions about the Agreement or the Platform, please contact us at support@gigloop.co.
24. General Provisions.
A. Relationship of the Parties.
No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship exists, is intended or created between you and Gigloop by the Agreement or your use of the Platform. Users do not have authority to act as agent for, nor to bind or make any representations on behalf of, Gigloop.
B. Entire Agreement.
The Agreement (including any terms linked to in, and incorporated by reference into, these Terms) constitutes the complete and exclusive agreement between you and Gigloop with respect to your use of the Platform, and supersedes any and all prior or contemporaneous agreements, proposals or communications, except as otherwise specified in the Arbitration Agreement in Section 24(A). The provisions of the Agreement are intended to be interpreted in a manner which makes them valid, legal, and enforceable.
C. Severability; Waiver.
Except for the “Agreement Prohibiting Class Actions and Non-Individualized Relief” provision in Section 24(A) below, in the event any provision is found to be partially or wholly invalid, illegal or unenforceable, (1) such provision shall be modified or restructured to the extent and in the manner necessary to render it valid, legal, and enforceable, or (2) if such provision cannot be so modified or restructured, it shall be excised from the Agreement without affecting the validity, legality or enforceability of any of the remaining provisions. Failure by Gigloop to enforce any provision(s) of the Agreement will not be construed as a waiver of any provision or right.
You hereby acknowledge and agree that we may assign or transfer the Agreement without your consent. In any case, this assignment will be notified to the User who, in the event legally foreseen, may terminate the Agreement and cease use of the Platform. Upon the effective date of the assignment of the Agreement (a) Gigloop shall be relieved of all rights, obligations and/or liabilities to you arising in respect of events post-dating the effective date of the assignment, and (b) the assignee entity shall replace Gigloop for the performance of the Agreement. You may not assign or transfer the Agreement without our prior written approval. Any assignment in violation of this Section 23 shall be null and void. The Agreement will inure to the benefit of Gigloop, its successors and assigns. All parts of the Agreement which, by their nature, should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to, and notwithstanding, the expiration or termination of the Agreement or your use of the Platform.
The Agreement, in whole and in part, is drawn up in English. In case of discrepancies between the English text version of the Agreement (in whole or in part) and any translation of the Agreement, the English version shall prevail.
25. Jurisdiction-specific Provisions, including Dispute Resolution.
The terms in this Section apply to Users in the noted jurisdictions. To the extent that there are any discrepancies or inconsistencies between these Terms and the following jurisdiction-specific provisions, the jurisdiction-specific provisions shall prevail, govern and control with respect to Users in those jurisdictions.
A. Residents of the United States of America.
I. Dispute Resolution – Arbitration Agreement.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND GIGLOOP CAN BRING CLAIMS COVERED BY THIS ARBITRATION AGREEMENT. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND GIGLOOP TO SUBMIT CLAIMS TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THIS AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
(a) Agreement to Binding Arbitration
IN EXCHANGE FOR THE BENEFITS OF THE SPEEDY, ECONOMICAL, AND IMPARTIAL DISPUTE RESOLUTION PROCEDURE OF ARBITRATION, YOU AND GIGLOOP MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”) and survives the termination of the Agreement and your relationship with Gigloop.
To the fullest extent permitted by applicable law, you and Gigloop agree to arbitrate any and all disputes and claims (the “Claim(s)”) relating to, arising from or regarding your use of the Platform, your relationship with Gigloop, Gigs, or the Agreement (including previous versions), including Claims by Gigloop, Claims against Gigloop and Claims against Gigloop’s Affiliates.
To the fullest extent permitted by applicable law, this includes, but is not limited to, claims related to payments, any city, county, state or federal wage and hour law, compensation, meal or rest breaks, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, trade secrets, unfair competition, personal injury, property damage or loss, emotional distress, any promotions or offers made by Gigloop, or the threatened or actual suspension or deactivation of your account; breach of any express or implied contract or breach of any express or implied covenant; claims arising under federal or state consumer protection laws; claims arising under antitrust laws; claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; claims arising under the Fair Labor Standards Act, Civil Rights Act, Uniform Trade Secrets Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Gigloop and covered by the Employee Retirement Income Security Act or funded by insurance), and state or local statutes, if any, addressing the same or similar subject matters; and all other federal, state or local statutory and common law claims.
If there is a dispute about the arbitrability of any claim (including about the formation, scope, applicability, interpretation, validity, and enforceability of this Arbitration Agreement), you and Gigloop agree that this threshold dispute shall be resolved by the arbitrator, except as expressly provided below. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement. If either party brings both arbitrable and non-arbitrable claims in the same action or related actions, both agree that the non-arbitrable claims shall be stayed until the conclusion of the arbitration, to the fullest extent permitted by law.
If an in-person hearing is required, it will be held in the Orange County, California. Gigloop is based in California, so if there are claims between you and Gigloop that aren’t subject to arbitration, you and Gigloop each agree to litigate those claims exclusively in state or federal court in Orange County, California, and to submit to the personal jurisdiction of those courts. Except as prohibited by law, the terms of this Agreement shall be governed exclusively by California law, without regard to conflict-of-law rules, and U.S. federal law (including the Federal Arbitration Act).
YOU ACKNOWLEDGE AND UNDERSTAND THAT YOU AND GIGLOOP ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL DISPUTES AND CLAIMS, UNLESS EXPRESSLY EXCLUDED IN THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED, EXCEPT THOSE CLAIMS AND DISPUTES THAT, BY THE TERMS OF THIS ARBITRATION AGREEMENT, ARE EXPRESSLY EXCLUDED FROM THE REQUIREMENT TO ARBITRATE.
(b) Prohibition of Class Actions and Non-Individualized Relief
Except as otherwise required under applicable law, you and Gigloop agree that any arbitration
will be limited to the Claim between Gigloop (and/or, if applicable, its Affiliates) and you
individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND GIGLOOP ARE EACH dWAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER REPRESENTATIVE PROCEEDING (“Class Action Waiver”). Further, unless both you and Gigloop otherwise agree, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims, which are addressed separately below.
Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the Claim is filed as a class, collective, or representative action and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining Claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
(c) Representative PAGA Waiver
Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA Rules, to the fullest extent allowed by law: (1) you and Gigloop agree not to bring a representative action on behalf of others under the California Private Attorneys General Act (“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 PAGA, both you and Gigloop agree that any such Claim 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 Waiver”).
Notwithstanding any other provision of the Agreement, the Arbitration Agreement or the AAA 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 the Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; 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 court litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.
(d) Rules and Logistics Governing Arbitration
In order to initiate arbitration, a claim must be filed with the American Arbitration Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in the Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules. You and Gigloop agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within 30 days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.
As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or 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 Claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all Claims in accordance with applicable law and will honor all claims of privilege recognized by law. Claims will be governed by their applicable statute of limitations and failure to demand arbitration within the prescribed time period shall bar the Claims as provided by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
Your arbitration fees and your share of arbitrator compensation will be governed by the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules) subject to the following modifications:
(i) If Gigloop initiates arbitration under this Arbitration Agreement, Gigloop will pay all AAA filing and arbitration fees.
(ii) If a Client or Creator files a Claim in accordance with this Arbitration Agreement and the associated claim for damages does not exceed USD $10,000, Gigloop will pay all AAA filing and arbitration fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
(iii) If a Client or Creator files a Claim in accordance with this Arbitration Agreement and the associated claim for damages exceeds USD $10,000, Gigloop shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses, and the Client or Creator shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which the Gig was performed, unless a lower fee amount would be owed by you as required by law or the applicable AAA Rules. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. If the arbitrator finds that the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), however, then the allocation of fees will be governed by the applicable AAA Rules.
(iv) Except as required by law or the applicable AAA Rules, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the Claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
(v) At the conclusion of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law or the applicable AAA Rules.
Unless you and Gigloop agree otherwise, any arbitration hearings with a Creator will take place remotely or in the county of the Creator’s billing address, and any arbitration hearings with a Client will take place remotely or in the county in which the Client received Gig services. If AAA arbitration is unavailable in your county and the parties wish to proceed with an in-person hearing, the arbitration hearings will take place in the nearest available location for a AAA arbitration.
(e) Exceptions to Arbitration
The Arbitration Agreement shall not require arbitration of the following types of claims:
Nothing in this Arbitration Agreement 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, or Office of Federal Contract Compliance Programs, or a similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. The Agreement and Arbitration Agreement do not prevent you from participating in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement and do not prevent you from receiving an award for information provided to any government agencies.
(f) Severability
In addition to the severability provisions in subsections (b) and (c), in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.
(g) Opt Out of Arbitration Agreement
For Creators, you may opt out of the requirement to arbitrate if you have not previously agreed to an arbitration provision in Gigloop’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this version of the arbitration agreement in the manner specified below, but opting out of this arbitration agreement has no effect on any previous, other, or future arbitration agreements that you may have with Gigloop.
Except as specified in this arbitration agreement, if you are a Creator, you may opt out of the Arbitration Agreement by notifying Gigloop in writing within 30 days of your agreement to these Terms of Service. To opt out, you must send a signed written notification to Gigloop, LLC, at its United States mailing address listed above. The notification must include: (i) your account username, (ii) your name, (iii) your address, (iv) your telephone number, (v) your email address, and (vi) a clear statement indicating that you wish to opt out of the Arbitration Agreement.
(h) Cra= Claims in Pending Class Action
If you are a member of a putative class in a wage and hour class action lawsuit against Gigloop that is pending as of the effective date of these Terms of Service (a “Pending Class Action”), then this Arbitration Agreement shall not apply to your claims in that particular class action. Instead, your claims in that Pending Class Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to the Agreement’s effective date.
II. Telephone Communications and Agreement to be Contacted.
You acknowledge that by providing your telephone number, you expressly consent and agree to receive calls or text messages, including by manual dialing and/or using an automated telephone dialing system, from Gigloop and Affiliates, or from independent contractors (including Creators) related to your account, registration, onboarding, upcoming or scheduled Gigs, changes and updates, service outages, follow ups to any push notifications delivered through our mobile application, any transaction with Gigloop, and/or your relationship with Gigloop, even if your telephone number is registered on any state or federal Do Not Call list. You acknowledge and agree to receive automated calls and text messages from Gigloop and Affiliates, or from independent contractors (including Creators) even if you close your account or terminate your relationship with Gigloop, unless you opt-out.
We may offer you the chance to enroll to receive recurring text messages from us about service-related news alerts and marketing or promotional offers (“promotional texts”). By enrolling in a promotional text message program, you agree to receive text messages, including from an automated telephone dialing system, to your mobile phone number provided, and you certify that your mobile number provided is true and accurate and that you are authorized to enroll the designated mobile number to receive such texts. Message frequency varies and standard message and data rates apply. You understand that you do not have to agree to receive automated promotional calls/texts as a condition of purchasing any goods or services. To opt-out, please see the Opt-Out Instructions below.
You may opt-out from receiving text messages at any time. To opt-out of text messages, reply STOP, QUIT, END, CANCEL or UNSUBSCRIBE to any text message you receive. You acknowledge and agree that you may receive one final text message confirming your opt-out. It is your sole responsibility to notify Gigloop if you no longer want to receive automated calls or text messages. Please note that if you opt out of automated calls or text messages, we reserve the right to make non-automated calls to you.
III. Release.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542, WHICH READS AS FOLLOWS:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
If you are not a California resident, you waive your rights under any statute, regulation, or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
Further, in consideration of the services provided by Gigloop, you hereby release Gigloop from any and all claims, causes of action, lawsuits, injuries, damages, losses, liabilities or other harms resulting from or relating to telephone calls or text messages, including without limitation any claims, causes of action, or lawsuits based on any alleged violations of the law (including, without limitation, the Telephone Consumer Protection Act, Truth in Caller ID Act, Telemarketing Sales Rule, Fair Debt Collection Practices Act, or any similar state and local acts or statutes, and any federal or state tort or consumer protection laws).
Gigloop and Affiliates cannot and do not guarantee that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.
B. Residents of a Country other than the United States of America.
I. Telephone Communications and Agreement to be Contacted.
By providing your mobile phone number and using the Platform, you hereby affirmatively consent to use of your mobile phone number for calls and recurring text messages, (including with an autodialer and/or prerecorded voice) by Gigloop and Affiliates, or from independent contractors (including Creators) in order to (a) perform and improve upon the Platform, (b) facilitate the carrying out of Gigs through the Platform, and (c) provide you with information and reminders regarding your registration, orientation, upcoming Gigs, product alterations, changes and updates, service outages or alterations. These calls and texts may include, among other things, reminders about uncompleted or upcoming Gigs and/or in follow up to any push notifications delivered through our mobile application. Message frequency varies. Carriers are not liable for delayed or undelivered messages. Gigloop will not assess any charges for calls or texts, but standard message, data or other charges from your wireless carrier may apply. You may opt-out of receiving text messages from Gigloop by modifying your account settings on the Sites or Apps, replying “STOP” in response to any texts. You may opt-out of receiving calls from Gigloop by stating that you no longer wish to receive calls during any call with us. You understand that we may send you a text confirming any opt-out by you.
You will be informed in each telephone call to or from Gigloop if the call will be monitored and/or recorded by Gigloop for the purposes of quality control and training and you will be provided with the possibility to continue the call without the monitoring and/or recording if you do not wish so. Please refer to our Privacy Policy for further information on the processing of telephone calls as personal data.
II. Invoicing Obligations for Creators
As a Creator rendering services in your country, you may have the obligation under applicable law to issue invoices or receipts to your Clients. Any invoices or receipts may have to comply with specific requirements. Gigloop is not responsible for issuing these invoices or receipts on your behalf. By accepting these Terms of Service, you acknowledge that Gigloop will not issue invoices or receipts on your behalf.
Creators remain at all times fully liable regarding (i) their invoicing or receipt obligations, in particular regarding the content of the invoice(s) or receipt(s) and their mandatory details and retention obligations; and (ii) the tax consequences (such as VAT) deriving from that.
C. Residents of Canada.
Dispute Resolution – Arbitration & Class Action Waiver.
PLEASE READ THIS SECTION CAREFULLY — IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND GIGLOOP CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTIONS, REQUIRE YOU AND GIGLOOP TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS.
BY ENTERING INTO THE AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE, WITHOUT LIMITATION OR QUALIFICATION, TO BE BOUND BY THE AGREEMENT AND YOU ACCEPT ALL OF ITS TERMS.
Agreement to Binding Arbitration.
Except where prohibited by law (which may include the Province of Quebec), any controversy, claim or dispute arising out of, relating to, or in respect of these Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules, a current copy of which are available here (the “ADR Rules”). In accepting these Terms of Service, you acknowledge receipt of and a reasonable opportunity to review the ADR Rules. The parties agree and acknowledge that under the ADR Rules, there is a fee associated with submitting a Dispute; applicable filing fees will be as set out in the ADR Rules.
The arbitration will be determined by a single arbitrator, to be appointed in accordance with the ADR Rules. For greater certainty, neither Creators nor Clients shall commence or participate in a class proceeding or other group or similar action in respect of any Dispute, except and to the extent that provincial consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute.
The seat of the arbitration shall be the province in which the Creator performs the majority of the Gig services and the applicable arbitration legislation in the seat shall apply to the Dispute. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.
All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law
relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law
governing the procedure of the arbitration, the law relating to available remedies, set-off claims
and conflict of laws rules) shall be governed by the law of the seat. Each party hereby
irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent
courts in the capital of the seat for all litigation that may be brought; however it is agreed and
acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the
courts. The arbitration be conducted in English, except in Quebec, where the arbitration shall be
conducted in either English or French at the election of the Creator.
A party to the Agreement may take such steps as are permitted or required to enforce an award
made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is
reasonably necessary, or for the purposes of obtaining professional advice, the existence of the
arbitration and any element of the arbitration, including any award, shall be confidential and
shall not be disclosed to any non-party to the arbitration. No document or other evidence or
information prepared for or produced by or on behalf of any party to the arbitration shall be
disclosed to any non-party to the arbitration.
Notwithstanding anything to the contrary in this Section, nothing in this Section prevents a
Creator from making a report to or filing a claim, application or charge with the applicable
governmental or administrative agency or tribunal, including, as applicable, the applicable
Ministry of Labour, human rights commission or tribunal, and labour relations board,
(cumulatively, “administrative agencies”) if the terms of applicable legislation entitles you to do
so and precludes exclusive pre-dispute recourse to arbitration. For the avoidance of any doubt,
administrative agencies do not include provincial or federal courts.
26. Acknowledgement and Consent.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE, AS WELL AS THE PRIVACY POLICY, ALL OTHER TERMS INCORPORATED HEREIN AND THEREIN BY REFERENCE, AND AGREE THAT MY USE OF THE PLATFORM IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT.