Reflex Terms of Service

Reflex Careers - Reflexer Agreement

Last Updated: 05/18/2023

Reflex Careers, Inc., a Delaware corporation, together with its wholly owned subsidiary Retail Staffing, LLC, and collectively with Reflex Careers, Inc., “Reflex,” “our,” “us,” or “we”, provides a proprietary software platform (the “Platform”) designed to allow skilled and trained retail professionals (“Reflexers” or “you”) to connect with retail entities using the Platform (each, a “Company” and collectively, the “Companies”) that are interested in procuring certain retail services (“Services”) from Reflexers. Your provision of the Services or access to or use of the Platform is subject to the terms and conditions of this Reflexer Agreement (this “Agreement”). We may, in our sole discretion, update this Agreement at any time and will obtain your agreement to any such updated agreement.

1. Acceptance

By accepting employment with Retail Staffing, LLC, you expressly acknowledge that you (i) have read and understand all of the terms of this Agreement and have taken time to consider the consequences of this important decision; (ii) agree to be bound by the terms and conditions of this Agreement; and (iii) are legally competent to enter into this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Platform. This Agreement expressly supersedes prior oral or written negotiations, understandings or agreements between Reflex and you.

IMPORTANT: PLEASE REVIEW THE SEPARATE MUTUAL ARBITRATION AGREEMENT CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH REFLEX THROUGH FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

2. At-Will Employment; Nature of Services

a. At-Will Employment.. With respect to the provision of Services, you will be an employee of Retail Staffing, LLC. You should be aware that your employment with Retail Staffing, LLC is for no specified period and constitutes “at-will” employment. As a result, you are free to terminate your employment at any time, for any reason or for no reason. Similarly, Retail Staffing, LLC is free to terminate your employment at any time, for any reason or for no reason.

b. Discretion. When you choose to use the Platform, requests for Services submitted by Companies will be visible to you via the Platform. Companies, not Reflex, submit these requests. You retain total and complete discretion as to which requests you indicate interest in, and will set your own work schedule by selecting which requests you indicate interest in. Any schedule that you set, including submitting requests for multiple requests in a workday, are entirely at your discretion and not directed by Reflex.

c. Compliance with Laws and Conduct.. You agree you will comply with all applicable laws, rules and regulations in connection with your use of the Platform and provision of any Services, including, without limitation, those in the jurisdiction where you reside and where you provide Services.

3. Hourly Rate; Overtime; Method of Payment

a. Hourly Rate. The hourly rate you will receive for any Services will be disclosed to you on the Platform before you accept any request for Services, and shall be at least minimum wage in the applicable jurisdiction, and will be less applicable withholdings. You will not be paid for any time spent viewing or accepting Service requests, as such time is not compensable.

b. Overtime. Our workweek begins Friday at 12:00 am and ends Thursday at 11:59 pm. You are not permitted to perform any Services that would constitute overtime hours under applicable law without prior authorization. The Platform will have mechanisms in place to prevent you from scheduling shifts that would require you to work overtime. Any overtime hours worked will be paid, as required by applicable law, but failure to obtain Reflex approval prior to working overtime may result in disciplinary action.

c. Method of Payment. Payment for Services performed will be issued by the third business day following the date you provide Services. Reflex will engage a third party payment processor (the “Payment Processor”) to facilitate payments to you. You will be required to establish an account with the Payment Processor and provide Reflex with sufficient account information to remit payment to your Payment Processor account. Reflex will submit your wages to the Payment Processor, which will then issue your wages via direct deposit to either a savings or checking account at the financial institution of your choice. You will not be charged any fees by the Payment Processor, unless you voluntarily opt into additional services available through the Payment Processor. You acknowledge and agree that Reflex is permitted to share certain of your information with the Payment Processor in order for them to provide payment processing and tax-related services in connection with your Services. If you reside in a state that prohibits mandatory direct deposit, you may elect to receive your wages via check, which will be mailed to you by the third business day following the provision of Services.

4. Background Checks; Immigration Laws; Policies

a. Background Checks. We reserve the right to conduct background investigations and/or reference checks on all of our potential employees to the extent permitted by applicable law. Your employment is contingent upon your clearance of any such required background investigation and/or reference check.

b. Immigration Laws. For purposes of federal immigration laws, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided within 3 business days of the effective date of your employment, or your employment relationship with us may be terminated.

c. Policies. As an employee of Retail Staffing, LLC, you will be expected to comply with any Reflex policies regarding your employment or provision of Services.

5. Additional Terms; Updates

a. Additional Terms. Your access to and use of the Platform is further subject to the Reflex Privacy Policy (https://www.workreflex.com/privacy-policy) and any usage or other policies relating to the Platform posted or otherwise made available to you by us (the “Additional Terms”). The Additional Terms are part of this Agreement and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.

b. Updates. We reserve the right to modify, suspend or discontinue the Platform, with or without notice, and we shall not be liable to you if requests for Services are not available on the Platform due to any such modification, suspension or discontinuance. We may, in our sole discretion, develop and implement patches, bug fixes, updates, upgrades and other modifications to the Platform or related services (“Updates”).

6. Use of the Platform

a. License. Subject to and conditioned upon your compliance with the terms and conditions of this Agreement in all material respects, Reflex hereby grants you during your employment a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform solely for the purpose of connecting with Companies with respect to the fulfillment of Services.

b. Restrictions. You acknowledge and agree that you may not: (i) copy, sell, transfer, assign or sublicense the Platform; (ii) decompile, disassemble, reverse engineer or attempt to derive the source code of the Platform or use the Platform for purposes of competitive analysis of the Platform or for the development or provision of a competing service or product or for any other purpose that is to Reflex’s detriment or commercial disadvantage; (iii) translate, merge, adapt or modify the Platform in any way or create any derivative works thereof; (iv) input, transmit or otherwise provide to or through the Platform any information, code or materials that are unlawful, injurious or obscene, as determined in our sole discretion; (v) bypass or breach any security device or protection used by the Platform; (vi) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Platform; or (vii) access or use the Platform in any manner or for any purpose that infringes, misappropriates or otherwise violates any right of any third party or any applicable law. You shall not exploit the Platform in any unauthorized manner.

c. Registration. In registering for the Platform, you represent and warrant to Reflex that the information that you have provided and will provide to Reflex is and will be current, accurate, and complete.

7. Resignation and Termination

We request that you provide us with notice in the event you resign your employment by e-mail at: support@reflex.careers. You will be considered to have abandoned your job, and your employment will be terminated, if: (1) you have not logged into the Platform in 120 days; (2) you fail to perform any agreed upon Services and do not provide Reflex with a suitable excuse for such failure within 48 hours; or (3) you fail to respond within 48 hours to communications from Reflex about performing Services. Upon termination of your employment for any reason, you shall immediately cease all use of and all access to the Platform. In the event you have any Reflex Confidential Information or property in your possession, you must immediately return such Confidential Information or property to Reflex upon the termination of your employment. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination.

8. Non-Solicitation

You agree that during the period of your employment and for a period of one (1) year immediately following the end of your employment for any reason, you will not, either directly or indirectly, communicate with any Covered Company, or communicate with another person regarding any Covered Company, for the purpose of causing or enabling the Covered Company to terminate, diminish, or alter in a way that is disadvantageous to Reflex its business relationship with Reflex. “Covered Company” means any Company, or prospective Company, of Reflex with whom you had contact on behalf of Reflex, whether through the provision of Services or otherwise.

9. Proprietary Rights

a. Reservation of Rights. Reflex reserves all rights in and to the Platform and all Reflex intellectual property. “Reflex Careers,” and all associated logos displayed within the Platform are our trademarks (unless otherwise noted).

b. Feedback. If you submit comments, suggestions, or other feedback regarding the Platform (“Feedback”), such Feedback will be the property of Reflex, and you hereby assign to Reflex all rights, title and interest in Feedback. Without limiting the generality of the foregoing, Reflex will be entitled to use Feedback for any commercial or other purpose whatsoever, without compensation to you.

c. Your Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Platform, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the person from whom such Content originated. This means that you are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Platform (“Your Content”), and other users of the Platform are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service. You represent and warrant that: (i) you have all necessary right and authority to grant the rights set forth in this Agreement with respect to Your Content, including our right to store, transmit, process, and use Your Content in accordance with this Agreement; and (ii) Your Content does not violate any duty of confidentiality owed to another party, or the copyright, trademark, right of privacy, right of publicity or any other right of any other party.

d. Content License. We do not claim ownership of Your Content. However, you grant us and our service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide access to the Platform to you and other users (including any maintenance, calibration, diagnostics and troubleshooting); and (ii) monitor and improve the Platform. If we offer you the opportunity to transmit private communications to other users of the Platform, our license to Your Content in any such communication may only be exercised to the extent necessary for transmission of such communications and internal monitoring of the Platform.

10. Confidentiality

You agree that you shall use your best efforts to prevent unauthorized disclosure, transfer, or use of any and all of Reflex’s or any Company’s trade secrets, confidential and proprietary information, and all other information and data of Reflex or any Company that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure (collectively, “Confidential Information”). Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information disclosed directly or indirectly in writing, orally, or by drawings or observation. You acknowledge that Confidential Information is a valuable, special, and unique asset of Reflex or the Company, and agree that you will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than performance of the Services. You shall promptly notify Reflex or the applicable Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Reflex or the applicable Company shall have the right to seek an injunction (without having to post a bond) to prevent any breach or continued breach of this section.

YOU CONSENT TO RECEIVE MESSAGES (WHETHER BY PHONE, EMAIL, TEXT MESSAGES OR PUSH NOTIFICATIONS) FROM REFLEX, COMPANIES AND/OR ANY THIRD-PARTY WE PARTNER WITH TO FACILITATE THE PROVISION OF SERVICES, AND ACKNOWLEDGE AND AGREE THAT YOUR PRIMARY PHONE NUMBERS AND EMAIL ADDRESSES AND OTHER INFORMATION MAY BE USED FOR THE PURPOSE OF INITIATING COMMERCIAL MESSAGES. We will allow you to opt out of receiving some of these messages, but to stop receiving any messages from us whatsoever (including administrative messages regarding the Platform), you will need to terminate your employment. You agree to maintain an updated phone number and email address with Reflex.

12. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, QUIET ENJOYMENT, AND NONINFRINGEMENT. WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN PLATFORM WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE THAT WE GIVE SHALL CREATE A WARRANTY.

13. Governing Law, Forum, and Venue

This Agreement will be construed in accordance with the laws of the State of Texas, without regard to conflicts of laws principles. Reflex and you agree the venue for resolving any dispute between them, including but not limited to any dispute arising out of or related to this Agreement, that is not submitted or compelled to arbitration for any reason, pursuant to any applicable Mutual Arbitration Agreement, shall be in the state and federal courts located in Travis County, Texas, and you consent to the jurisdiction of the federal and state courts located in Travis County, Texas. ; provided, however, the foregoing shall not limit or displace in any way the scope of the parties’ Mutual Arbitration Agreement. You further acknowledge and agree that many of the witnesses and records that would be relevant to any dispute between the parties are located in Travis County, Texas, and that Travis County, Texas, would not be an inconvenient forum for the resolution of any dispute between the parties. You hereby waive any objection to Travis County, Texas, as a forum and venue for the hearing of any dispute between you and Reflex that is not compelled to arbitration for any reason, including but not limited to any objection based on convenience.

14. Miscellaneous

This Agreement, including the Additional Terms, constitutes the entire agreement between Reflex and you regarding the subject matter hereof, including but not limited to the Platform and your employment with Retail Staffing, LLC, and supersedes any prior agreements, whether written or oral, on the subject matter hereof. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. Any amendments to and waivers under this Agreement shall only be valid if in writing and signed by an authorized executive of Reflex and you. For the purposes of this Agreement, the word “including” shall be deemed to be followed by the words “without limitation.” You may not transfer, delegate or assign this Agreement or any of its rights or obligations hereunder without Reflex’s prior written consent or as otherwise provided in the Agreement, and any attempt to do so shall be null and void. Reflex may transfer or assign this Agreement.

Mutual Arbitration Agreement

a. The Agreement’s Application. This Mutual Arbitration Agreement (“Agreement”) is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. and evidences a transaction involving commerce. To the extent the Federal Arbitration Act is inapplicable, this Agreement shall be governed by the arbitration law of the state where you primarily performed services for Reflex Careers, Inc. Except as otherwise provided, you and Reflex agree to settle by binding arbitration, and not in a court of law, any and all disputes, controversies, and claims of whatever nature or kind that Reflex may have against you or that you may have against Reflex Careers, Inc., or its affiliates, parents, subsidiaries, successors or assigns (“Reflex”), or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them, including but not limited to any claim related to or arising under this Agreement, the use of the Platform, any provision of Services, or the nature of the relationship between you and Reflex (each a “Claim” and collectively, “Claims”). This Agreement is intended to require arbitration of every Claim that lawfully can be arbitrated, except for those Claims which by the terms of this Agreement are expressly excluded from arbitration. All disputes covered by this Agreement will be decided by a single arbitrator through final and binding arbitration and not by way of court or jury trial.

The Arbitrator, and not any court, shall have exclusive authority to resolve any dispute relating to the validity, applicability, enforceability, unconscionability, or waiver of this Agreement including, but not limited to, any claim that all or any part of this Agreement is void or voidable. However, the preceding sentence does not apply to the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement below. Notwithstanding any other language in this Agreement and/or any applicable JAMS Rules (discussed below), any claim that the all or part of the Class and Collective Action Waivers or California Private Attorneys General Act Individual Action Requirement are unenforceable, inapplicable, unconscionable, or void or voidable, will be determined only by a court of competent jurisdiction and not by an Arbitrator.

b. Limitations of Application of Agreement. The following claims are not covered under this Agreement: (i) Workers’ Compensation benefits, state disability insurance benefits or unemployment insurance benefits; however, the Agreement applies to discrimination or retaliation claims based upon seeking such benefits; and (ii) disputes that an applicable federal statute expressly states cannot be arbitrated or subject to a pre-dispute arbitration agreement. If any claim(s) not covered under this Agreement above are combined with claims that are covered under this Agreement, to the maximum extent allowed under applicable law, the covered claims will be arbitrated and continue to be covered under this Agreement.

Nothing in this Agreement prevents you from making a report to or filing a claim or charge with a government agency including, without limitation, the Equal Employment Opportunity Commission, U.S. Department of Labor, National Labor Relations Board, Occupational Safety and Health Administration, or law enforcement authorities. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Agreement. This Agreement also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Agreement. Nothing in this Agreement prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Reflex 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. This Agreement also does not prevent or prohibit you in any way from reporting, communicating about, or disclosing claims for discrimination, harassment, retaliation, or sexual abuse.

A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed a waiver of this Agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitrable controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.

c. Arbitration Procedures. Any arbitration brought pursuant to this Agreement is to be conducted in in the same county and state where employee last worked for Reflex, unless each party to the arbitration agrees in writing otherwise, in accordance with the rules for resolution of employment disputes then in effect of JAMS (“JAMS”), whether such dispute or controversy arose before or after the date you signed this Agreement. The JAMS rules are available at https://www.jamsadr.com/rules-employment-arbitration/ (the “JAMS Rules”). If there is a conflict between the JAMS Rules and this Agreement, this Agreement shall govern.

The Arbitrator may award any remedy to which a party is entitled under applicable law, and remedies will be limited to those that would be available to a party in his or her individual capacity for the claims presented to the Arbitrator, and no remedies that otherwise would be available to an individual under applicable law will be forfeited. The Arbitrator shall apply the substantive federal, state, or local law applicable to the claims asserted. Either party may file dispositive motions including, without limitation, a motion to dismiss and/or a motion for summary judgment, and the Arbitrator will apply the standards governing such motions under the Federal Rules of Civil Procedure. A party may make an offer of judgment in a manner consistent with, and within the time limitations, consequences, and effects provided in Rule 68 of the Federal Rules of Civil Procedure.

d. Class Action Waiver. You and Reflex agree to resolve any Claim in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis and there will be no right or authority for any dispute to be brought, heard, or arbitrated as a class or collective action (“Class Action Waiver”). If at any point this Class Action Waiver is determined to be unenforceable by a civil court of competent jurisdiction, then this Class Action Waiver has be severable from this Agreement, and any such class or collective action shall proceed instead before such court and not in arbitration. If the court, however, ultimately denies the party’s request to proceed on a class or collective basis, then the party’s individual claim(s) will be subject to this arbitration agreement and referable to arbitration under these terms.

e. California Private Attorneys General Act (“PAGA”) Individual Action Requirement. Reflex and you agree to arbitrate PAGA claims on an individual basis only. Therefore, any claim by you under PAGA to recover statutory penalties, or any other individual relief must be arbitrated under this Agreement. The Arbitrator is without authority to preside over any PAGA claim by you on behalf of any other person or joined by or consolidated with another person’s PAGA claim. This PAGA Individual Action Requirement clause will be severable from this Agreement if there is a final judicial determination that it is invalid, unenforceable, unconscionable, void or voidable. In such case, the PAGA action must be litigated in a civil court of competent jurisdiction—not in arbitration—but the portion of the PAGA Individual Action Requirement that is enforceable will be enforced in arbitration.

f. Demand for Arbitration. All Claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the Claim must deliver a written demand for arbitration within the applicable statute of limitations period. The demand for arbitration shall include identification of the parties, a statement of the legal and factual basis of the Claim(s), and a specification of the remedy sought. Any demand for arbitration made to Reflex shall be provided via email to legal@reflex.careers. You will be given notice of any demand for arbitration by Reflex at the last home address you provided to Reflex. The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.

g. Selection of Arbitrator. Reflex and you shall select one (1) neutral arbitrator by mutual agreement. If the parties cannot agree on an arbitrator within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the JAMS Rules. Unless the parties jointly agree otherwise, the Arbitrator shall be either an attorney licensed to practice law in the State of Texas, or a retired judge.

h. Costs. To the extent permitted by law, Reflex shall pay the administrative fees associated with the arbitration, except for the first $300.00 in administrative fees for any arbitration that is initiated by you, and each party shall separately pay their own counsel fees and expenses.

i. Discovery and Subpoenas. Each party may take the deposition of two individual fact witnesses and any expert witness designated by another party. Each party may also propound ten (10) interrogatories, ten (10) requests for admission, and requests for production of documents, and each party may subpoena witnesses and documents for discovery or the arbitration hearing, including testimony and documents relevant to the case from third parties. The subpoena shall be issued in accordance with any applicable state or federal law. Additional discovery may be conducted by mutual stipulation, and the Arbitrator will have exclusive authority to entertain requests for additional discovery, and to grant or deny such requests based on the circumstances of a particular case. The Arbitrator will have exclusive authority to resolve discovery disputes.

j. The Arbitration Hearing And Award. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.

k. Enforcement Of This Agreement. This Agreement is the full and complete agreement about arbitration of disputes covered by this Agreement. Any contractual disclaimers Reflex has in any handbooks, other agreements, or policies do not apply to this Agreement. This Agreement will survive the termination of your employment and the expiration of any benefit, and it will continue to apply upon your transfer to any parent, subsidiary or affiliate of Reflex or re-employment by Reflex, if your employment is ended but later renewed. In the event any portion of this Agreement is deemed unenforceable, the remainder of this Agreement will be enforceable to the maximum extent permitted by law.

l. Jury Waiver. Without limiting the parties’ agreement to arbitrate in any way, Reflex and you agree to waive a jury trial of any dispute, controversy, or claim between them that is not submitted or compelled to arbitration for any reason whatsoever.