Effective January 22, 2026
Last updated January 2026
This Folio Provider Agreement ("Agreement") forms a legal agreement between Gudwork Inc. d/b/a Folio ("Folio", "Gudwork", "we", "us" and "our") and you or the entity you represent ("you" and "your"). This Agreement governs your participation in the Folio Provider Network (the "Network"; participants in the Network are "Providers").
This Agreement is effective upon the date and time that you accept it ("Effective Date") and continues until you or Folio terminates it (this period, the "Term").
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 17 AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW). BY AGREEING TO ARBITRATION, THE PARTIES WAIVE THEIR RIGHT TO SEEK RELIEF IN COURT AND HAVE A JURY TRIAL ON THEIR CLAIMS, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
To participate in the Network, you must: (a) be at least 18 years of age; (b) possess and continuously maintain valid work authorization in the country where you are located; (c) possess relevant professional qualifications, credentials, or expertise as applicable to the services you will provide; and (d) comply at all times with this Agreement and all Network policies, standards, and guidelines that we publish or update from time to time.
We may require you to provide documentation evidencing your authorization to work in the country where you are located, as well as proof of your qualifications, credentials, or expertise.
(a) You must provide accurate and complete information to register for an account to participate in the Network. You may not share your account credentials or make your account available to anyone else. You are responsible for all activity conducted on your account.
(b) If you think anyone has obtained improper access to your account, login credentials or personal information, you are required to notify us and to change your password immediately so that we may take appropriate steps to secure your account. You agree that Folio is not responsible for any losses arising from your sharing of account credentials with a third party.
(c) You represent, warrant, and covenant that you have all required authority to accept and be bound by this Agreement. If you are accepting this Agreement on behalf of your company, entity, or organization, you represent and warrant that you are an authorized representative of that company, entity, or organization with the authority to bind such party to this Agreement.
Once you have registered for the Network, you will be invited to provide more information to us about yourself, your expertise, credentials, and professional background, to allow us to better match you to opportunities to provide AI training and evaluation services ("Provider Services") that may be of interest to you (each opportunity, a "Project"). You may be offered access to learning and development materials to prepare you to effectively provide Provider Services to us or our clients.
In connection with your onboarding to the Network and/or your participation in any Project, you may be invited to complete an initial task or evaluation exercise (a "Sample Task") to demonstrate your expertise and capabilities. If you successfully complete the Sample Task, you will be compensated at the rate communicated to you in writing at the time that you commence the Sample Task.
Successful completion of the onboarding process, including reviewing learning materials and successfully completing a Sample Task, does not guarantee that you will be offered the opportunity to participate in any Projects. You may be required to complete additional Project-specific onboarding, including Sample Tasks, for each Project that you want to participate in. Folio determines which Providers may participate in Projects in its sole discretion based on required expertise, qualifications, and demand for a given Project.
(a) During your account creation and registration, we will collect, and may verify, certain information about you, including your identity, credentials, qualifications, educational background, and employment history.
(b) You consent to initial and ongoing background checks, credential verification, and identity verification at intervals determined by Folio, and your continued participation in the Network is conditioned on satisfactory results. These checks and verifications may be facilitated by secure third-party vendors.
(c) We will collect, use, retain, and disclose the Personal Data you provide to us in connection with background checks and verification as described in our Privacy Policy.
You agree that we may contact you by email, telephone or text message (including by an automatic telephone dialing system) at any of the phone numbers provided by you, or on your behalf, in connection with your account. You also understand that you may opt out of receiving text messages from us at any time, either by replying "STOP" or texting the word "STOP" to any telephone number that we communicate to you for this purpose using the mobile device that is receiving the messages, or by contacting us at support@folio.works. Notwithstanding the foregoing, we may also contact you by any of the above means, including by SMS, in case of suspected fraud or unlawful activity by you or on your account.
The relationship between the parties is solely as independent business enterprises, each of whom operates a separate and distinct business enterprise that provides a service outside the usual course of business of the other. This is not an employment agreement and you are not an employee. You confirm the existence and nature of that contractual relationship each time you access our Platform (as defined below). The parties are contracting for the performance of Provider Services. Nothing in this Agreement creates, will create, or is intended to create, any employment, partnership, joint venture, franchise or sales representative relationship between you and us. The parties do not share in any profits or losses. You have no authority to make or accept any offers or representations on our behalf. You are not our agent and you have no authority to act on behalf of Folio.
We do not, and have no right to, direct or control you. Subject to Platform and Project availability, you decide when, where and whether you want to (a) offer Provider Services to us or our clients and/or (b) perform a particular task. You are not required to accept any minimum number of tasks in order to access our Platform and it is entirely your choice whether to provide Provider Services to us or our clients, using our Platform, or to provide similar services to any persons.
You understand, however, that your performance on tasks may affect your ability to participate in the Network, access the Platform or provide Provider Services to us or our clients. You agree to immediately notify us in writing at support@folio.works if the relationship between the parties or your right to control, direct or manage the manner or means you use to perform Provider Services differs from the terms in this Agreement.
Access to our technology platform includes access to our project management and task platform that, amongst other things, facilitates your provision of Provider Services to us or our clients; as well as websites and all other associated services, including payment, training and support services, provided by Folio, our affiliates or third parties (collectively, our "Platform").
While using our Platform, you may receive invitations to participate in Projects that enable persons operating independent business enterprises like you to provide Provider Services to us or our clients. Subject to the terms and conditions of this Agreement, Folio hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use our Platform solely for the purpose of providing Provider Services to us or our clients.
You are responsible for identifying, understanding, and complying with (1) all laws, rules and regulations that apply to your provision of the Provider Services to us or our clients in the jurisdiction(s) in which you operate, including but not limited to any industry-specific regulations applicable to the work you perform, and (2) this Agreement and all Network policies, standards, and guidelines that we publish or update from time to time (collectively, the "Requirements").
Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, your ability to access and use our Platform is at all times subject to your compliance with the Requirements. You agree not to access or attempt to access our Platform if you are not in compliance with the Requirements.
You are responsible for, and bear all costs of, providing all equipment, tools and other materials that you deem necessary or advisable to provide Provider Services and are solely responsible for any obligations or liabilities arising from the Provider Services you provide.
Invitations to participate in Projects may be communicated to you via the Platform and other communication methods such as email, telephone or SMS, and you may accept, decline or ignore them. The mechanism for accepting a Project may vary based on the type of Project.
When you accept a Project, you will be provided with additional written information regarding the Project including the details of tasks that you will perform during the Project and the deliverables and other materials you are required to provide to Folio or the client as part of the Provider Services (the "Deliverables"), the compensation that you will receive for completing tasks during the Project, and other requirements (including any minimum qualifications, credentials, or expertise requirements) and information relating to the Project ("Project Terms").
In respect of the Provider Services that you provide to us or our clients for any applicable Project, the Project Terms form part of this Agreement. In the case of any conflict between the Project Terms and this Agreement, this Agreement will prevail with respect to the specific conflict except to the extent that the Project Terms expressly identify terms in this Agreement that are to be modified by the Project Terms.
Folio and our clients may implement technical or operational tools to monitor compliance, quality, accuracy, and integrity of Work Product and your use of the Platform, including remote monitoring and automated detection tools.
Folio will pay you for your participation in any Project in accordance with this Agreement. The amount, type and timing of payment will be communicated to you in writing in connection with each invitation to participate in an applicable Project, and will apply to your participation in that Project only. Payment types include task-based payments, time-based payments (hourly rates), milestone-based payments and any other types of payments communicated to you in writing (including in the Project Terms).
Where a Project offers time-based payments, for example hourly rates, you will be paid for your time spent preparing, completing and, if required to successfully submit, revising and resubmitting tasks for the Project.
If the Project specifies a maximum task completion time ("Maximum Task Time"), for each task that you submit, you will only be paid for your time spent on that task up to the Maximum Task Time. Where you exceed the Maximum Task Time on any task, you are still required to complete and successfully submit that task before you will be paid your fee for the task.
If you fail to complete tasks or repeatedly exceed the Maximum Task Time, Folio may, in its sole discretion, remove you from the applicable Project or the Network.
You are responsible for taxes on your own income. If Folio is required by applicable law to collect or withhold any taxes, we may deduct those taxes from amounts otherwise owed to you and pay those taxes to the appropriate taxing authority.
If you are exempt from paying, or are otherwise eligible to pay a reduced rate on, those taxes, you may provide us with an original certificate that satisfies applicable legal requirements attesting to your tax-exempt status or reduced rate eligibility, in which case we will not deduct the taxes that certificate covers.
You must provide accurate information regarding your tax affairs that we reasonably request, and must promptly notify us if any information that we prepopulate is inaccurate or incomplete. We may send documents to you and taxing authorities for payments made to you under this Agreement. Specifically, applicable law may require us to file periodic informational returns with taxing authorities related to your provision of the Provider Services. We may send tax-related information electronically to you.
If you want to negotiate the payment terms for any Project that you have been invited to participate in, you may email us at support@folio.works before you accept the applicable invitation. Folio may accept or decline your requested modifications in its sole discretion.
You hereby irrevocably assign to Folio (or the applicable client, as designated by Folio) and its successors and assigns all right, title and interest, including all copyrights, trademarks, trade secrets, patents, industrial rights, and all other intellectual property and proprietary rights related thereto ("Proprietary Rights"), in and to any Intellectual Property created, conceived of, or otherwise developed by you (whether alone or jointly with others) under or in connection with this Agreement, whether or not created, conceived of or otherwise developed during regular business hours or prior to the Effective Date of this Agreement, including all Deliverables ("Work Product").
"Intellectual Property" means ideas, concepts, know-how, processes, discoveries, developments, formulae, information, materials, improvements, designs, artwork, content, annotations, evaluations, data labels, software programs, inventions, technology, techniques, methods, algorithms, research, proposals, and any other technology.
You will promptly take further actions, including executing and delivering any other documents reasonably requested by Folio or the applicable client, and provide further cooperation to perfect Folio's or the client's rights in the Work Product. You retain no rights to use the Work Product and agree not to challenge the validity of Folio's or the client's ownership of the Work Product.
If you have any rights, including without limitation "artist's rights" or "moral rights," in the Work Product that cannot be assigned, you hereby unconditionally and irrevocably grant to Folio (or the applicable client) an exclusive (even as to you), worldwide, fully paid and royalty-free, irrevocable, perpetual license, with rights to sublicense through multiple tiers of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display the Work Product in any medium or format, whether now known or later developed.
In the event that you have any rights in the Work Product that cannot be assigned or licensed, you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against Folio, our clients, or their customers.
Work Product shall not be deemed to include, and the assignment obligations in Section 5.1 shall not apply to, (a) any Intellectual Property owned by you or that was created, conceived of, or otherwise developed by or for you (alone or with others) other than in connection with the Provider Services and the Deliverables prior to the earlier of the Effective Date or commencement of your arrangement with Folio (collectively, "Background IP"); or (b) any software or materials owned or controlled by a third party ("Third Party IP").
Unless otherwise expressly directed by Folio or the client in writing, you agree not to incorporate into Deliverables or other Work Product any Background IP or Third Party IP. In the event that you incorporate Background IP or Third Party IP into any Deliverable or any other Work Product, you hereby grant to Folio and the applicable client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right and license, with the right to sublicense through multiple levels of sublicensees, to use, reproduce, distribute, create derivative works of, publicly perform and publicly display in any medium or format, whether now known or later developed, such Background IP or Third Party IP incorporated into the Deliverables or Work Product.
You represent and warrant that you have an unqualified right to license to Folio and the applicable client all Background IP and Third Party IP as provided in this Section 5.3. Except as otherwise expressly provided herein, you shall obtain, at your own expense, any third party licenses or other consents necessary for the performance of the Provider Services (including any licenses with respect to Third Party IP), other than Third Party IP that Folio or the client expressly directed you in writing to incorporate.
You represent and warrant that:
(a) you will perform the Provider Services in a professional and workmanlike manner consistent with applicable professional standards;
(b) except to the extent of any Third Party IP that Folio or the client expressly instructs you to incorporate in a Deliverable, Deliverables will be your original work;
(c) you have the right and unrestricted ability to enter into this Agreement, to grant the rights granted to Folio and the applicable client in this Agreement, and to perform fully all of your obligations in this Agreement;
(d) except to the extent of any Third Party IP that we or the client expressly direct you in writing to include in a Deliverable, neither the Deliverables nor any element thereof will infringe upon or misappropriate any copyright, patent, trademark, trade secret, right of publicity or privacy, or any other proprietary right of any person, whether contractual, statutory or common law;
(e) you are operating an independently established business or enterprise engaged in work of the same or similar nature as the Provider Services, and you advertise and make those services generally available to other persons;
(f) you maintain a business location that is separate from the business location of Folio;
(g) you possess all necessary licenses, credentials, and qualifications to perform the Provider Services as may be required by applicable law or industry standards; and
(h) you will comply with all applicable federal, state, local and foreign laws, including laws requiring the payment of taxes, such as income and employment taxes, social security, disability, and other contributions, and any industry-specific regulations applicable to the work you perform.
Except to the extent of any Third Party IP that we or the client expressly direct you in writing to include in a Deliverable, the Work Product that you produce as part of the Provider Services must be original and created solely by you. Use of Large Language Models, generative AI, or other artificial intelligence-assisted tools (collectively, "AI Tools") to generate Work Product is strictly prohibited unless otherwise authorized in writing by Folio or the applicable client.
AI Tool usage includes developing or refining prompt ideas, generating or editing content, solving tasks, or using AI-based grammar and writing tools for stylistic improvements, grammar correction, or formatting. Only the Platform or tools expressly authorized in writing by Folio or the applicable client may be used for generating Work Product.
You must retain all preparatory materials used to generate finished Work Product for at least 90 days after you deliver the Work Product to Folio or the applicable client. Preparatory materials include draft annotations, notes, ideas and other written documents that you prepared in connection with finished Work Product. Folio or the applicable client may require you to provide copies of such preparatory materials for review.
If Folio or the applicable client believes that you have used an AI Tool to generate Work Product in contravention of Section 7.1 above, all payments to you for such Work Product will be suspended pending further review of the Work Product. Folio may, in its sole discretion, provide you with an opportunity to provide evidence that you did not utilize an AI Tool to generate the applicable Work Product.
If Folio or the applicable client concludes that you used an AI Tool to generate the applicable Work Product, (1) it will reject the Work Product and you will not be paid for it (including for any time spent generating that Work Product), and (2) Folio may remove you from the applicable Project or the Network.
You may terminate this Agreement (a) without cause at any time upon seven (7) days' prior written notice to Folio; and (b) immediately, without notice for Folio's violation or alleged violation of a material provision of this Agreement.
We may temporarily deactivate your account without notice to investigate whether you have engaged in, or your account has been used in, activity that is deceptive, fraudulent, unsafe, illegal, harmful to our brand, business or reputation, or that violates this Agreement (including the policies incorporated by reference into this Agreement) (any of the foregoing, a "Material Breach or Violation").
We may terminate this Agreement and/or permanently deactivate your account (a) with or without cause upon seven (7) days prior written notice to you and (b) immediately, without notice if we determine in our discretion that a Material Breach or Violation has occurred.
Upon termination, each party will remain responsible for its respective liabilities or obligations that accrued before or as a result of such termination. Once the Agreement is terminated you will no longer access our Platform to provide Work Product.
Sections 1.5, 2, 4, 5, 8.4, 9, 10, 11, 12, 13, 14, 16 and 17 shall survive any termination or expiration of this Agreement. The parties' obligations and rights arising under the Mutual Arbitration Provision of this Agreement (in Section 17, as applicable) shall survive termination of this Agreement until the expiration of all applicable statutes of limitations.
WE PROVIDE OUR PLATFORM AND ANY ADDITIONAL PRODUCTS OR SERVICES "AS IS" AND "AS AVAILABLE," WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY INVITATIONS TO PARTICIPATE IN PROJECTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.
We may collect and disclose information from or about you when you create your account, interact with our Platform or provide Provider Services and as otherwise described in our Privacy Policy. Notwithstanding anything in this Agreement to the contrary (a) the collection, use, and disclosure of such information will be made in accordance with our Privacy Policy and (b) if you elect to provide or make available suggestions, comments, ideas, improvements, or other feedback or materials to us in connection with, or related to, us or our Platform, we will be free to use, disclose, reproduce, modify, license, transfer and otherwise distribute, and exploit any of the foregoing information or materials in any manner.
Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party, our clients, or third parties ("Confidential Information"). Confidential Information includes customer names and information, Project information, client data, project requirements, marketing and business plans, business, financial, technical, operational and such other, non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
Confidential Information does not include any information that: (a) was in the receiving party's lawful possession prior to the disclosure, and had not been obtained by the receiving party either directly or indirectly from the disclosing party; (b) is lawfully disclosed to the receiving party by a third party without actual, implied or intended restriction on disclosure through the chain of possession, or (c) is independently developed by the receiving party without the use of or access to the Confidential Information.
Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third-party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform their obligations under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party; subject to applicable law and our internal record-keeping requirements.
The unauthorized use or disclosure of any Confidential Information would cause irreparable harm and significant damages, the degree of which may be difficult to ascertain. Pursuant to Section 17.9 of the Mutual Arbitration Provision below, the parties have the right to obtain temporary or preliminary injunctive relief to enjoin any unauthorized use or disclosure of Confidential Information disclosed by the other party, in addition to any other rights or remedies described in Section 17, applicable law or otherwise.
We reserve all rights not expressly granted in this Agreement. The Platform, and all data gathered through our Platform, including all intellectual property rights therein (the "Platform IP"), are and remain our property and/or that of our licensors, as applicable. Neither this Agreement nor your use of Folio's or our licensors' company names, logos, products or service names, trademarks, service marks, trade dress, other indicia of ownership, or copyrights ("Folio Names, Marks, or Works") or the Platform IP conveys or grants to you any rights in or related to the Platform IP, or related intellectual property rights, including Folio's Names, Marks, or Works, except for the limited license granted above.
You shall not, and shall not allow any other party to: (a) license, sublicense, copy, modify, distribute, create, sell, resell, transfer, lease, or otherwise exploit any part of the Platform IP; (b) reverse engineer or attempt to extract the source code of our software, except as allowed under law; (c) use, display, or manipulate any of Folio Names, Marks, or Works for any purpose other than to provide the Provider Services; (d) create or register any (i) businesses, (ii) URLs, (iii) domain names, (iv) software application names or titles, or (v) social media handles or profiles that include Folio Names, Marks, or Works or any confusingly or substantially similar mark, name, title, or work; (e) use Folio Names, Marks, or Works as your social media profile picture or wallpaper; (f) purchase keywords (including, but not limited to Google AdWords) that contain any Folio Names, Marks, or Works; (g) apply to register, reference, use, copy, and/or claim ownership in Folio Names, Marks, or Works, or in any confusingly or substantially similar name, mark, title, or work, in any manner for any purposes, alone or in combination with other letters, punctuation, words, symbols, designs, and/or any creative works, except as may be permitted in the limited license granted above; (h) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any part of our Platform or data; or (i) aggregate Folio's data with competitors' data.
Folio agrees to indemnify, protect and hold you harmless from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from the failure of the Platform to perform as represented in writing or intellectual property infringement claims.
You agree to indemnify, protect, and hold harmless Folio, our clients, and their affiliates, and their respective directors, employees and agents (collectively, the "Folio Parties"), from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, your actions and/or your agents arising from the performance of the Provider Services under this Agreement, including personal injury or death to any person, as well as any liability arising from your failure to comply with the terms of this Agreement. Your obligations under this Section shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by a Folio Party.
You agree to indemnify, protect, and hold harmless the Folio Parties from any and all tax liabilities and responsibilities for payment of all federal, state, provincial, and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state, provincial, and local laws, with respect to you.
You shall be responsible for, indemnify, and hold harmless the Folio Parties from all costs of your business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, provincial, or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO OTHER PARTY OR ITS AFFILIATES IN RELATION TO THIS AGREEMENT OR THE PROVIDER SERVICES DURING AND AFTER THE TERM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY LOST PROFITS, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF DATA, BUSINESS INTERRUPTION, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, OR PUNITIVE DAMAGES, EVEN IF THESE LOSSES, DAMAGES, OR COSTS ARE FORESEEABLE, AND WHETHER OR NOT YOU OR THE FOLIO PARTIES HAVE BEEN ADVISED OF THEIR POSSIBILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES IN RELATION TO THIS AGREEMENT OR THE PROVIDER SERVICES DURING AND AFTER THE TERM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, FOR LOSSES, DAMAGES, OR COSTS EXCEEDING IN THE AGGREGATE THE GREATER OF (I) THE TOTAL AMOUNT OF PAYMENTS MADE BY FOLIO FOR THE PROVIDER SERVICES PROVIDED BY YOU UNDER THIS AGREEMENT DURING THE 3-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; AND (II) $500 USD; PROVIDED, HOWEVER, THAT THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY ACT OF WILLFUL MISCONDUCT OR FRAUD BY EITHER PARTY.
This Section 15 only applies if you were a party to an effective provider services agreement (a "Prior Agreement") with Folio immediately prior to your acceptance of this Agreement. You and Folio hereby terminate your Prior Agreement (except as provided in the survival provision of such agreement), effective as of your acceptance of this Agreement. The parties, respectively, hereby waive any applicable notice requirements with respect to their termination of the Prior Agreement.
We may modify this Agreement at any time. When we make material changes to this Agreement, we will post the revised Agreement on the Platform and update the "Effective" date at the top of the Agreement. We will also provide you with notice of any material changes before the revised Agreement becomes effective. If you disagree with the revised Agreement, you may terminate the Agreement in accordance with its terms. If you do not terminate the Agreement before the date the revised Agreement becomes effective, your continued access to or use of the Platform will constitute acceptance of the revised Agreement. We may modify information on any website hyperlinked from this Agreement from time to time, and such modifications will be effective upon posting. Continued use of the Platform after any such changes constitute your consent to such changes.
Invalidity of any provision of this Agreement does not affect the rest of this Agreement. The parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that Folio may assign its rights and obligations under this Agreement to an affiliate of Folio or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to Folio shall be deemed to include such successor(s).
Any supplemental terms (including any Project Terms) between you and us and are in addition to, and a part of, this Agreement. Except with respect to the Mutual Arbitration Provision, if there is a conflict between this Agreement and any supplemental terms, this Agreement will prevail with respect to the specific conflict except to the extent that those supplemental terms expressly identify terms in this Agreement that are to be modified by the supplemental terms.
In this Agreement, "including" and "include" mean "including, but not limited to."
Except as explicitly stated otherwise, any notices to us shall be given by certified mail, postage prepaid and return receipt requested to Gudwork Inc., [INSERT ADDRESS], Attn: Legal Department. All notices to you may be provided electronically including through our Platform, by email or by other means.
Except for the Mutual Arbitration Provision in Section 17, which is governed by the Federal Arbitration Act, this Agreement is governed by the applicable law of the state of your primary residence (or where your entity is domiciled) when you accepted this Agreement (the "Governing Law"). The Governing Law shall apply without reference to the choice-of-law principles that would result in the application of the laws of a different jurisdiction.
Except as specifically described in Section 16.4, this Agreement, constitutes the entire agreement and understanding with respect to the subject matter expressly contemplated by this Agreement, and supersedes all prior or contemporaneous agreements or undertakings on this subject matter.
You acknowledge that, in agreeing to be bound by this Agreement, you have had the opportunity to seek the advice of independent legal counsel, and you have read and understand all of the terms and provisions of this Agreement. This Agreement will not be construed against any party by reason of that party drafting or preparing this Agreement.
If you have questions about our Network, you may contact us by emailing support@folio.works.
You and Folio agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (the "FAA") and requires arbitration of any and all disputes arising out of or relating to this Agreement, including but not limited to your classification as an independent contractor, your provision of any Provider Services, the payments you receive for providing services, the termination of this Agreement, and all other aspects of your relationship with Folio, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to your relationship or the termination of that relationship with Folio.
Arbitration is a dispute-resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
Class, collective, and/or representative actions may be filed against Folio, and your agreement to arbitrate may affect your rights with respect to those actions. You have the right to consult with counsel of your choice about this Mutual Arbitration Provision (and any other provision in this Agreement).
This Mutual Arbitration Provision extends to disputes between you and Folio's Related Third Parties, and to disputes between your Related Third Parties and Folio that arise out of or relate to this Agreement or the Folio platform. "Related Third Parties" includes a party's affiliates, subsidiaries, successors, related entities, agents, employees, contractors, subcontractors, insurers, licensees, assignees, vendors, suppliers, and clients.
This Mutual Arbitration Provision is expressly intended to inure to the benefit of, and be enforceable by and against, the Related Third Parties, such that either you or Folio may compel arbitration of disputes against the other party's Related Third Parties, to the maximum extent permitted by law.
This Mutual Arbitration Provision does not apply to any claims that cannot be arbitrated under applicable law, including but not limited to individual claims of sexual assault or sexual harassment, after accounting for FAA preemption.
The parties expressly agree that this Mutual Arbitration Provision shall be governed by the FAA even if you, Folio, or the Agreement are otherwise exempted from the FAA. Any disputes regarding the FAA's application shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state of your primary residence (or where your entity is domiciled) when you accepted this Agreement shall apply.
To the extent the parties have related arbitrable and non-arbitrable disputes, the arbitrable disputes shall proceed first in arbitration and the non-arbitrable disputes shall be stayed, and any applicable statutes of limitations tolled, pending completion of the arbitration.
(a) You and Folio agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Folio therefore agree that, before either party demands arbitration against the other, the aggrieved party will offer to personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Provision. The informal dispute resolution conference shall be individualized such that a separate conference must be held each time either party intends to commence arbitration; multiple individuals or entities initiating claims cannot participate in the same informal dispute resolution conference, unless mutually agreed to by the parties.
The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Folio that you intend to initiate an informal dispute resolution conference, email dispute-resolution@folio.works, providing your name, the telephone number associated with your Folio account (if any), the email address associated with your Folio account, and a description of your claims.
(b) The arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party.
(c) If, following the informal dispute resolution process, either you or Folio wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, (3) a description of the remedy sought, (4) the amount in controversy, and (5) the personal signature of the party seeking arbitration.
You and Folio mutually agree to waive the right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class, collective, consolidated, and/or representative action ("Arbitration Class Action Waiver"). You and Folio agree that all disputes and claims shall be resolved in arbitration on a non-consolidated individualized basis only, and that any such proceeding may not be used to resolve the claims or rights of others.
If any provision, portion, or application of this Arbitration Class Action Waiver is found to be unenforceable or unlawful for any reason, (1) the unenforceable provision, portion, or application shall be severed from this agreement; (2) the rest of this Arbitration Class Action Waiver shall remain valid; and (3) the class, collective, consolidated, or representative action must be litigated in a civil court of competent jurisdiction and not in arbitration.
All disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void, voidable, or waived shall be determined exclusively by an arbitrator, and not by any court. However, notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim that all or part of the Arbitration Class Action Waiver is unenforceable, unconscionable, inapplicable, invalid, void, voidable, or waived may be determined only by a court of competent jurisdiction and not by an arbitrator.
Any arbitration shall be governed by JAMS (the "Administrator") in accordance with its Comprehensive Arbitration Rules and Procedures (the "JAMS Rules"), in effect as of the effective date of the Agreement, except as follows:
(a) The arbitration shall be heard by one arbitrator (the "Arbitrator") selected in accordance with the JAMS Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
(b) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of your residence as of the effective date of this Agreement.
(c) JAMS' fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, Folio and you shall equally share filing fees and other similar and usual administrative costs, but your share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction. If required by applicable law, Folio shall pay any costs uniquely associated with arbitration.
(d) The Arbitrator may issue orders allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses.
(e) Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law.
(f) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure.
(g) The Arbitrator's decision or award shall be in writing and shall include findings of fact and conclusions of law.
(h) Either you or Folio may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief.
If JAMS is unavailable or for any reason declines to administer the arbitration, then the arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. If both JAMS and AAA are unavailable, the parties shall meet and confer to select an arbitrator.
Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, or other government agencies. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge.
The JAMS Rules may be found at www.jamsadr.com, and the AAA Rules may be found at www.adr.org, or by asking Folio's Legal Department to provide a copy.
Arbitration is not a mandatory condition of your contractual relationship with Folio, and therefore you may notify Folio that you wish to opt out of this Mutual Arbitration Provision. To opt out, you must notify Folio in writing of your intention to opt out by sending a letter, by First Class Mail, to Gudwork Inc., [INSERT ADDRESS], Attn: Legal Department.
The letter must state your intention to opt out and must be postmarked within 30 days of the Effective Date of this Agreement. The letter must be signed by you, and not by any agent or representative. If you opt out as provided in this paragraph, you will not be subject to any adverse action from Folio as a consequence of that decision and you may pursue available legal remedies without regard to this Mutual Arbitration Provision. If you do not opt out within 30 days of the Effective Date of this Agreement, you and Folio shall be deemed to have agreed to this Mutual Arbitration Provision.
Except as specified in the prior section, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between you and Folio and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable.
By clicking "Accept" or "I Agree" or a similar button on the Platform referencing this Agreement, I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, that I agree to be bound by the terms of this Agreement, and that I am legally competent to enter into this Agreement with Folio.
