Last Modified 11/2/2021
SECTION 13 OF THESE TERMS, THE MUTUAL ARBITRATION AND DISPUTE RESOLUTION PROVISION (“MUTUAL ARBITRATION PROVISION”) REQUIRES, WITH LIMITED EXCEPTION, THAT ALL DISPUTES BETWEEN YOU AND BRIGADE AND ANY RELIEF SOUGHT (INCLUDING, WITHOUT LIMITATION, MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) BE SUBMITTED ON AN INDIVIDUAL BASIS TO BINDING AND FINAL ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION, OR IN ANY PROCEEDING BEFORE A JURY OR IN A COURT OF LAW.
By using any part of the Services, You agree to be bound by these Terms. You further agree that You are at least eighteen (18) years old and have legal authority to accept these Terms. If You do not want to be bound by these Terms or if You do not agree to these Terms, then You cannot use or access our Services.
In these Terms, “we,” “us,” “our'' and “Brigade” all refer to Brigade, its employees, and any other individual or corporation who do work for us or on our behalf. All references to “You” or “Your,” as applicable, mean the person who accesses, uses, and/or participates in the Services, in any manner. If You use the Services on behalf of an entity, organization, or company, You represent and warrant that You have the authority to bind that entity to these Terms. “You” or “Your” also refer to either a “Worker” (a service provider who uses the Services in order to receive access to Partner Service Requests) or a “Partner” (a company or business using our Services to to request service providers to fill one-time and/or recurring local work opportunities) or both, depending on context. In addition to these Terms, Workers must agree to Brigade’s Contractor Services Agreement, and Partners must accept Brigade’s Online Services Agreement. Notwithstanding the foregoing, these Terms govern Your use of and access to the Services, whether You are a Worker, Partner, and/or otherwise. Further, in order to use many aspects of the Services, You must register for and maintain an active Services account (“Account”), and these Terms also govern Your Account and Your use of and access to Your Account.
We may amend these Terms from time to time. Any amendments will be effective upon Brigade’s posting of such updated Terms on our websites or through our Services (including our mobile applications). Your continued access or use of the Services after such posting confirms Your consent to be bound by the Terms, as amended.
We’ve divided these Terms into sections so that You can more easily see which terms apply to everyone who uses our Services and which terms apply specifically to Workers or Partners.
Your Relationship with Brigade
Nothing in these Terms nor Your use of the Services shall be construed as creating a joint venture, partnership, employment, or agency agreement between Brigade and You. Specifically, You agree that You are an independent contractor and are not an employee of Brigade (except as otherwise expressly agreed in writing by the Parties). Similarly, You agree that any Worker you choose to work with is not an employee of Brigade.
You acknowledge that Brigade does not and cannot control the behavior of the users of our Services, including Workers and Partners. We do our best to make sure that all users of our Services comply with these Terms, but we aren’t responsible if they do not.
You acknowledge that the engagement of a Worker to perform work (in the case of a Partner) or the performance of work for a Partner (in the case of a Worker) creates a direct business relationship between Partner and Worker. Once services have been rendered by a Worker, Brigade facilitates payment of applicable fees by the Partner to the Worker, but Brigade is neither the beneficiary of the work, nor does it undertake any responsibility for the nature or amount of payment for the work. Rather, all such engagements are between the Partners and the Workers and as such, both Partners and Workers retain the right to negotiate such fees at the time services are provided, and Brigade will coordinate with a Worker to modify fees accordingly. Partners and Workers also maintain all rights, obligations, and liability between them as two contracting parties would have.
You acknowledge that Brigade has no obligation to You beyond the obligation to forward to Worker the fees designated for the work performed which it collects from the Partner. Brigade shall not have any obligation to provide fees to Worker unless and until the Partner provides such fees to Brigade, and Brigade shall forward such fees to Worker within 1 business day.
During use of the Service, You may provide work for a Partner or engage a Worker through the Service. Any such activity, and any interactions, disputes, terms, conditions, warranties or representations associated with that activity, is solely between You and the applicable third-party. Brigade and its licensors shall have no liability, obligation or responsibility for any purchase or transaction between You and any third-party provider. In no event shall Brigade or its licensors be responsible for any content, products, services or other materials on or available from third-party sites or third-party providers. Certain third-party providers of goods and/or services may require Your agreement to additional or different terms and conditions prior to Your engagement, and Brigade disclaims any and all responsibility or liability arising from such agreements between You and a third party.
You agree that You shall use not the Services to violate any laws or infringe the rights (including the intellectual property rights) of others. You also agree that you shall not reverse engineer the Services or attempt to compromise their security.
You are granted a strictly limited right to use the Services to post listings for Workers and to respond to such listings. All other use of the Services are prohibited.
Users Outside the US
Although the Services are accessible over the Internet and therefore available worldwide, the Services are intended for residents of and business in the United States. If You choose to access the Services from locations outside the United States, such conduct is at Your own risk and subject to the laws of the United States, which may differ from the laws and regulations in Your state or home country, and You are responsible for compliance with any local laws and regulations. Nothing in the Services should be interpreted as a promotion or solicitation for any service of any nature that is not authorized by the laws and regulations of the country where You are located.
Disclaimer of Warranty
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED BY BRIGADE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. BRIGADE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE. BRIGADE DOES NOT REPRESENT OR WARRANT THAT THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; THAT THE SERVICE OR ANY PRODUCTS OR MATERIALS OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR THAT THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
BRIGADE’S SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. BRIGADE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
BRIGADE RELIES UPON WORKERS AND PARNTERS TO PROVIDE ACCURATE INFORMATION. BRIGADE DOES NOT REPRESENT OR WARRANT THAT SUCH INFORMATION ACCESSIBLE THROUGH THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ALL CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE RELIANCE ON ANY INFORMATION PROVIDED THROUGH THE SERVICE IS SOLELY AT YOUR OWN RISK.
BRIGADE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A WORKER OR BUSINESS OR OTHER THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR THIRD-PARTY SERVICE, AND BRIGADE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN WORKERS, PARTNERS, AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
Limitation of Liability
IN NO EVENT SHALL BRIGADE’S TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF TWO HUNDRED DOLLARS ($200) OR THE ACTUAL AMOUNT OF MONEY RECEIVED BY US FROM YOU DURING THE SIX (6) MONTHS PRECEDING THE DATE OF YOUR CLAIM AGAINST US. IN NO EVENT SHALL BRIGADE OR ANY OF OUR PARTNERS, AGENTS, AFFILIATES, OFFICES, DIRECTORS, REPRESENTATIVES, EMPLOYEES, THIRD PARTY PROVIDERS OR CONTENT PROVIDERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FORM OF INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, REPUTATION, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THE USE OF OUR SERVICES, INCLUDING BUT NOT LIMITED TO THE RESULTS OF YOUR USE OF THE SERVICES, EVEN IF WE AND/OR OUR LICENSORS WERE PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THIS LIMITATION OF LIABILITY SECTION APPLIES FULLY IN ALL STATES.
THE SERVICE CONNECTS WORKERS WITH PARTNERS FOR THE PURPOSES OF FACILITATING PARTNER ENGAGEMENTS. BRIGADE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY WORKER OR PARTNER, AND YOU EXPRESSLY WAIVE AND RELEASE BRIGADE FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE WORKERS OR PARTNERS. BRIGADE WILL NOT ASSESS THE QUALITY, SAFETY, OR LEGALITY OF THE ITEMS OR WORK PRODUCT PROVIDED BY WORKERS OR PARTNERS ON THE SERVICE, AND YOU EXPRESSLY WAIVE AND RELEASE BRIGADE FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO WORKERS OR PARTNERS. BRIGADE WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN WORKERS AND ANY PARTNER. RESPONSIBILITY FOR THE DECISIONS WORKERS AND PARTNERS MAKE REGARDING SERVICES OFFERED AND ENGAGED VIA THE SERVICES (WITH ALL THEIR IMPLICATIONS) RESTS SOLELY WITH THE WORKER AND PARTNER. IN ADDITION, WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTIES, AND YOU EXPRESSLY WAIVE AND RELEASE BRIGADE FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
THE QUALITY OF THE WORKER OR PARTNER PROVIDING SERVICES THROUGH THE USE OF THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE WORKER OR PARTNER WHO ULTIMATELY PROVIDES OR ENGAGES THE SERVICES. YOU UNDERSTAND THAT BY USING THE SERVICE, YOUR ITEMS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS OR HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.
You are responsible for Your use of the Service, and You agree to defend (at Brigade’s option), indemnify, and hold harmless Brigade and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:
Your violation of any of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (
Your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
Any dispute or issue between You and any third party, including any worker, business, or other third-party.
Brigade reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations) and You agree to cooperate with our defense of that claim. If the defense or settlement is assumed by You, Brigade may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim that You are defending on behalf of Brigade without Brigade’ prior written consent.
You agree that the provisions in this section will survive any termination of Your account, this Agreement, or Your access to the Services.
Intellectual Property Rights
Brigade retains all rights and ownership in and to the Services (including all intellectual property rights therein), except as otherwise expressly provided herein. These rights include, without limitation, database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. We always appreciate suggestions for enhancements and new features and functionality in our Services (“Feedback”), but if You communicate those Feedback to us in any way, You hereby give ownership of and assign those Ideas to us completely and we can do what we like with them without owing You anything.
Violation of any provision of this License may result in immediate termination of the License, in Brigade’s sole discretion.
Mutual Arbitration and Dispute Resolution
YOU AGREE THAT YOU UNDERSTAND THIS ARBITRATION CLAUSE MEANS YOU ARE VOLUNTARILY WAIVING YOUR RIGHT TO A TRIAL IN A COURT. ANY DISPUTE WILL BE DETERMINED VIA ARBITRATION.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator(s). The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
Agency Investigations. Regardless of any other terms of this Agreement, nothing prevents You from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S Department of Labor, Securities Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim, or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section 11, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a Party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law or as required under this Agreement before bringing a claim in arbitration. Brigade will not retaliate against You for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
No Change To Worker Status. You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Your status as an independent contractor in fact and/or in law.
Modification of Terms
Brigade reserves the right, in its sole discretion, to modify these Terms, and any other documents incorporated by reference herein, at any time and without prior notice, and such changes will be effective immediately upon posting, except as set forth herein. In the case of a material change to the Terms, including a material change to the Mutual Arbitration Provision, Brigade will notify You of changes by posting on the Brigade Website, sending You a message, and/or otherwise notifying You when You are logged into Your account. Such modifications will become effective thirty (30) days after the earliest of: (a) the modification being posted in the Services; or (b) Brigade’s transmission of a message to and/or otherwise notifying You about the modifications (collectively, the “Notice Period”). Your continued use of the Service after the Notice Period shall constitute Your consent to the changes. If You do not agree, You cannot use the Services. You acknowledge and agree that if Brigade modifies any provision of these Terms (including any information referenced at hyperlinks), other than the Mutual Arbitration Provision, You will not have a renewed opportunity to opt out of arbitration. You further acknowledge and agree that unless the Mutual Arbitration Provision is materially different from any prior arbitration provision with Brigade to which You may be bound, Your acceptance of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable).
You acknowledge and agree that when using the Service, You may have direct or indirect access or exposure to Brigade’s confidential information as well as confidential information of other users, including Workers and Partners ("Confidential Information"). Confidential Information includes Brigade’s or its users’ (e.g. Workers’ and Partners’) data, information, identities, qualifications, general characteristics, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Brigade designates as being proprietary or confidential or that You should reasonably know to treat as confidential.
Without limiting any other or additional obligations of confidentiality, You acknowledge and agree that: (1) all Brigade’s Confidential Information shall remain the exclusive property of the Brigade; (2) You shall not use Confidential Information for any purpose except in furtherance of Your use of the Service; (3) You shall not disclose Confidential Information to any third party; and (d) You shall not store or keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of Your use of the Service or at the request of Brigade. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (1) is or becomes part of the public domain through no action or omission by You; (2) was possessed by You prior to Your use of the Service without an obligation of confidentiality; or (3) is disclosed to You by a third party having no obligation of confidentiality with respect thereto.
Governing Law. These Terms are governed by the laws of the State of California without regard to conflict of law principles, with the exception of the mutual agreement to arbitrate disputes, which shall be governed by the Federal Arbitration Act. Subject to the arbitration terms and conditions set forth herein, You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS AGREEMENT AND/OR THE SERVICES (INCLUDING YOUR USE OF AND ACCESS TO BRIGADE’S MOBILE APPLICATIONS AND WEBSITES) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either party has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s intellectual property rights, or You have otherwise violated any of Your use and access restrictions above, in which case the parties acknowledge and agree that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought. No joint venture, partnership, employment, or agency relationship exists between You, Brigade or any third-party provider as a result of the Terms or use of the Service.
Waiver and Severability. Except as explicitly described in the Dispute Resolution and Arbitration section, if any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The failure of Brigade to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Brigade in writing.
Entire Agreement. These Terms comprise the entire agreement between You and Brigade and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained in these Terms.
Brigade may give notice by any means of communication reasonably anticipated to notify You of the information provided. You agree that all notices, disclosures, and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner. You agree that You have the ability to store such electronic communications such that they remain accessible to You in an unchanged form. By way of example only, such communication may be a general notice on the Service or via email to the email address listed on Your Brigade account. It is Your obligation to update Your account information so that we may contact You as may be necessary. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent via first class mail or pre-paid post) or upon dispatching (if sent via electronic communication). You may give notice to Brigade, addressed to the attention of Legal, and such notice shall be deemed given when received by Brigade by letter delivered by a nationally recognized overnight delivery service or first class postage prepaid mail to Brigade, 1082 E. 38th Street, Oakland, CA 94602
Voluntary Nature of Agreement
You acknowledge and agree that You are executing this Agreement voluntarily and without any duress or undue influence by Brigade or anyone else. You further acknowledge and agree that You have carefully read this Agreement and that You have asked any questions needed for You to understand the terms, consequences, and binding effect of this Agreement and fully understand it, including that You are waiving Your right to a jury trial. Finally, You agree that You have been provided an opportunity to seek the advice of any attorney of Your choice before signing this Agreement.
You may not assign or transfer these Terms or Your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms in whole or in part at any time to any entity without Your notice or consent. Any purported assignment by You in violation of this section shall be void.
Term and Termination
These Terms are effective until terminated by You or Brigade as described below. Your rights under these Terms will terminate automatically without notice from Brigade if You fail to comply with any of these Terms (including by violating any license restriction contained in these Terms). In addition, Brigade may in its sole discretion terminate Your user account on the Service or suspend or terminate Your access to the Service at any time without notice. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to You. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service. You may terminate these Terms at any time by closing Your account, uninstalling the App, and ceasing use of the Service. The sections intended to survive termination, including Sections 4-20, and 21survive termination of Your account or these Terms.