Reflex Terms of Service
Reflex Careers - Reflexer Agreement
Last Updated: 06/21/2021
Reflex Careers, Inc., a Delaware corporation (“Reflex,” “our,” “us,” or “we”), provides 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”) interested in procuring certain retail services (“Services”) from Reflexers. Your provision of the Services or access 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. You can access and review the most current version of this Agreement at the URL for this page or by clicking on the “Reflexer Agreement” link within the Platform or as otherwise made available by us. Your continued use of the Platform after notification of any changes signifies that you have read, understood and agreed to the revised Agreement.
By registering for an account or otherwise accessing or using the Platform, 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 with Reflex. 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 agreements with you.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH IN SECTION 14 BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE REFLEX PARTIES 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. Additional Terms; Updates
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 or to any third party for 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”).
3. 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 the Term (as defined below) of this Agreement 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, true, accurate, supportable and complete.
4. Provision of Services
a. Total Discretion. When you choose to use the Platform, requests for Services submitted by Companies will be visible to you via the Platform. These requests are submitted by Companies, not Reflex, and you retain total and complete discretion as to which requests you indicate interest in. As between Reflex and you, you acknowledge and agree that: (A) you shall be solely responsible for determining the most effective, efficient and safe manner to provide the Services; and (B) you shall provide all equipment, tools and other materials, at your own expense, necessary to provide any Services you have agreed to provide; provided, that a Company may agree to provide you with certain equipment, tools or other materials. You are responsible for any and all expenses incurred in connection with your performance under this Agreement, and you will not be reimbursed by Reflex for such expenses.
b. Your Relationship with Reflex. You and Reflex acknowledge and agree that Reflex will not direct or control your interactions with Companies, your provision of Services, or your acts or omissions. Rather, the Platform will merely make requests for Services visible to you, and you will retain total and complete discretion as to when to use the Platform, whether to accept any requests for Services, and how to fulfill that request if you choose to accept it. Moreover, you and Reflex acknowledge and agree that you retain total and complete discretion to provide other services or otherwise engage in any other business activities.
c. Subcontracting. You may not engage subcontractors to assist in providing any Services.
d. 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 your jurisdiction and those in the jurisdictions of any Companies with whom you interact.
5. Fees; Method of Payment
a. Fees. You agree that Reflex will be entitled to (i) collect any fees owed to you by any Company for your provision of the Services, (ii) hold such fees in escrow for a pre-determined period of time, and (iii) deduct a pre-determined percentage of such fees prior to remitting the remainder to you (the “Service Fee”).
b. Method of Payment. To facilitate payments to you, you agree to establish an account with a third party payment processor approved by Reflex (the “Payment Processor”) and to provide Reflex with sufficient Payment Processor account information to enable Reflex or the Payment Processor to direct deposit the fees due to you into your account at the payment processor. In addition, you acknowledge and agree that Reflex is permitted to share certain of your information with the Payment Processor in order for them to provide certain payment processing and tax-related services in connection with your Services. You agree to be bound by any terms and conditions required by the Payment Processor in connection with your receipt of payments hereunder.
c. Taxes. You acknowledge and agree that you are obligated to report as income all payments received by you pursuant to this Agreement, and you agree to and acknowledge the obligation to report and pay all self-employment and other taxes thereon. Reflex will not withhold any applicable income (or similar) taxes on any such payments.
6. Relationship of the Parties
a. Independent Contractor. As noted above, you retain complete and total discretion as to whether, when, where, and for how long to use the Platform. Likewise, you retain complete and total discretion as to whether, when, where, and which Company Services requests to accept. You and Reflex agree you are an independent contractor, and not an employee of Reflex for any purpose. You and Reflex further expressly agree: (i) this Agreement is not an employment agreement, nor does it create an employment relationship, between Reflex and you; and (ii) no joint venture, partnership, or agency relationship exists between Reflex and you. You acknowledge and agree and it is the intent of the parties that you will not be entitled to participate in any Reflex-sponsored benefits from Reflex or any of its affiliates, either as a consultant or employee. If you are reclassified by a governmental agency or court as an employee, you will become a reclassified employee and will receive no benefits except those mandated by applicable law, even if by the terms of Reflex’s benefit plans in effect at the time of such reclassification you would otherwise be eligible for such benefits.
b. No Authority. You acknowledge and agree that you have no authority to bind Reflex and you undertake not to hold yourself out as an employee, agent or authorized representative of Reflex.
This Agreement will commence on your access or use of the Platform and will continue until terminated as set forth herein (the “Term”). Reflex shall be entitled to terminate this Agreement and may limit or terminate your access to the Platform all without any notice or liability to you or any other person. Upon termination of this Agreement by either Reflex or you, you shall immediately cease all use of and all access to the Platform. In the event you have any Confidential Information or property in your possession, you will return such Confidential Information or property to Reflex upon the termination of this Agreement. Any provision that, by its terms, is intended to survive the expiration or termination of this Agreement shall survive such expiration or termination.
8. Proprietary Rights
a. Reservation of Rights. Reflex reserves all rights in and to the Platform and all Reflex intellectual property not expressly granted under this Agreement. “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 use 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.
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 Contracting Companies’ trade secrets, confidential and proprietary information, and all other information and data of Reflex or any Contracting Companies 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 Contracting Companies, 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 Contracting Company in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Reflex or the applicable Contracting 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.
10. Consent to Communications
YOU CONSENT TO RECEIVE MESSAGES (WHETHER BY PHONE, EMAIL, TEXT MESSAGES OR PUSH NOTIFICATIONS) FROM REFLEX, COMPANIES AND/OR OUR THIRD-PARTY PARTNERS, 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 this Agreement and your use of the Platform. You agree to maintain an updated phone number and email address with Reflex.
11. Warranties; Disclaimers.
a. Warranties. You shall perform the Services in a good, professional, and workmanlike manner with due diligence and in full compliance with the terms and conditions of this Agreement, all agreed to specifications and acceptance criteria, and applicable law.
b. 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.
12. Limitation of Liability
IN NO EVENT SHALL REFLEX OR ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE PLATFORM OR THE PROVISION OF SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF REFLEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REFLEX OR ITS AFFILIATES HAVE AGGREGATE LIABILITY HEREUNDER FOR DAMAGES IN EXCESS OF THE AMOUNT YOU EARNED IN CONNECTION WITH THIS AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY OR EXCLUSION OF CERTAIN DAMAGES, SO THIS LIMITATION MAY NOT APPLY.
You agree to indemnify, defend, and hold harmless Reflex and its affiliates and their respective directors, officers, employees and agents from any loss, liability, claim, or demand, including reasonable attorneys' fees and monetary judgments against Reflex, made by any Company, other Remote Professionals or any other party that arises out of, is related to, or is based on (a) a breach of this Agreement and/or any breach of your representations and warranties, (b) your negligence or intentional act or omission, (c) your use of the Platform, and/or (d) your provision of any Services.
ARBITRATION AND EQUITABLE RELIEF
a. Disputes. Except as provided in Section 14.f, 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 or against Reflex’s affiliates, parents, subsidiaries, successors or assigns, or any of the current or former officers, directors, principals, shareholders, owners, employees, or agents of any of them (the “Reflex Parties”), including but not limited to any claim related to or arising under this Agreement, the use of the Platform, any provision of Services, any Company, or the nature of the relationship between you and Reflex (each a “Claim” and collectively, “Claims”). This arbitration provision 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 the arbitration provision. Any arbitration brought pursuant to this Agreement is to be conducted in the English language in Travis County, Texas in accordance with the rules for resolution of commercial disputes then in effect of the American Arbitration Association (“AAA”), except as modified by this Agreement, whether such dispute or controversy arose before or after the date you signed this Agreement. The AAA rules are available at www.adr.org/Rules. Any question regarding the scope, enforceability, validity, interpretation, formation, or application of this Section 15, including any claim of unconscionability or defense to arbitration, shall likewise be settled exclusively by binding arbitration. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction.
b. Individual Basis. 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 action, collective action, representative action, other multi-party or consolidated action, or any other action on behalf of or together with individuals other than myself (“Class Action Waiver”), unless such procedures are agreed to in writing by all parties. If at any point this Class Action Waiver is determined to be unenforceable by a civil court of competent jurisdiction in a proceeding in which a party seeks to pursue a class or collective action or otherwise act in a representative capacity, then this Agreement will not apply with respect to that class or representative action, which will proceed instead before such court and not in arbitration. If the court, however, ultimately denies the party’s request to proceed on a class, collective or representative basis, then the party’s individual claim(s) will be subject to this Agreement and referable to arbitration under these terms.
c. 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. The arbitrator shall resolve all disputes regarding the timeliness or sufficiency of the demand for arbitration.
d. Selection of Arbitrator. Reflex and you shall select one (1) neutral arbitrator by mutual agreement. If we cannot agree on an arbitrator within 30 days of the written demand for arbitration, the arbitrator shall be selected in accordance with the procedures found in the then current AAA’s Commercial Arbitration Rules and Mediation Procedures. Unless the parties jointly agree otherwise, the Arbitrator shall be either an attorney licensed to practice law in the State of Virginia, or a retired judge.
e. Costs. Reflex and you shall each pay one-half of the costs and expenses of such arbitration, and each shall separately pay its counsel fees and expenses unless otherwise required by law.
f. Exceptions to Arbitration Provision
i. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this arbitration agreement and without abridgment of the powers of the arbitrator, provided the remainder of any such dispute shall be subject to arbitration.
ii. This arbitration provision shall not apply to Claims relating to Reflex’s or your intellectual property rights.
iii. This arbitration provision shall not apply to Claims that are not subject to pre-dispute agreements to arbitrate.
g. Acknowledgment. YOU HAVE READ AND UNDERSTAND SECTION 14, WHICH DISCUSSES ARBITRATION. YOU UNDERSTAND THAT BY ACCEPTING THIS AGREEMENT, YOU KNOWINGLY AND VOLUNTARILY AGREE TO SUBMIT ANY CLAIMS BETWEEN YOU AND THE REFLEX PARTIES, INCLUDING ANY CLAIM ARISING OUT OF OR RELATING TO, (a) THIS AGREEMENT, OR THE EXISTENCE, BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY HEREOF, OR (B) YOUR ACCESS TO OR USE OF THE PLATFORM AT ANY TIME, WHETHER BEFORE OR AFTER THE DATE YOU SIGNED THIS AGREEMENT, TO BINDING ARBITRATION, EXCEPT AS PROVIDED IN SECTION 14.f, AND THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF YOUR RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE RELATIONSHIP BETWEEN THE PARTIES. YOU FURTHER ACKNOWLEDGE THAT, PURSUANT TO THIS PROVISION, YOU ARE PRECLUDED FROM BRINGING, PARTICIPATING IN, OR RECOVERING RELIEF PURSUANT TO ANY CLASS OR COLLECTIVE ACTION AGAINST REFLEX.
h. Changes. Reflex may modify, revise, or terminate the terms of this Section 14 by giving you at least 30 days’ advance notice of the modification, revision, or termination. Any such modification, revision, or termination shall not be effective as to claims for which a demand for arbitration is or has been made prior to the effective date of the modification, revision, or termination. If you do not agree to the terms of this Agreement as revised, please cease using the Platform within the time proscribed in the update notice. If you continue using the Platform beyond such time period, you will be deemed to have accepted the terms and provisions of this Agreement as revised.
g. 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.
15. Governing Law, Forum, and Venue
This Agreement will be construed in accordance with and governed by the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Texas, without regard to conflicts of laws principles. Without limiting the agreement to arbitrate set forth in Section 14, Reflex and you agree the exclusive 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 shall be in the state and federal courts located in Travis County, Texas, and you consents 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’ agreement to arbitrate in Section 14. 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.
This Agreement (including the Additional Terms), and the documents we reference in this Agreement, constitutes the entire agreement between Reflex and you regarding the subject matter hereof, including but not limited to the Platform, 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. Except as provided in Section 14.b, 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, or in your case, accepted via a click-to accept mechanism or through your continued use of the Platform. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “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.