This Agreement sets forth the contractual terms and conditions of the relationship between Scopers and Adscope, LLC.
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND ADSCOPE.
This Agreement is made between you (hereinafter “Scoper”) and Adscope, LLC (including its affiliates and subsidiaries, collectively hereinafter “Adscope”) for the performance of billboard videography services (“Tasks”). Scoper and Adscope may be referred to individually as a “Party” or together as the “Parties.” This Agreement sets forth the contractual obligations of the Parties.
By using the Adscope app (the “App”), Scoper accepts this Agreement and agrees to comply with its terms and conditions. Scoper represents and warrants it is an individual who has the right and authority to enter into this Agreement and is fully able and competent to satisfy the terms, conditions, and obligations herein.
In this Agreement, the words “including” and "include” mean “including, but not limited to.”
This Agreement includes all documents incorporated by reference herein.
The App provides an interface through which, among other things, Scoper is presented potential Tasks, may request Tasks, be assigned Tasks, and may submit Work Product for performing Tasks.
Potential Task – Each potential Task presented to Scoper through the App will provide information defining the Task (“Task Specifications”). Task Specifications may include the location of the billboard, its facing, the anticipated billboard content, the time period in which to complete the Task, the payment amount for completing the Task, and any other applicable terms and conditions associated with the Task.
Assignment of a Task – Scoper may request to perform a specific Task through the App. After Scoper requests the Task through the App, Adscope will confirm or reject assignment of the Task to Scoper through the App. Adscope reserves the right not to assign a requested Task to Scoper. Adscope will not assign any Task to Scoper unless Scoper has first requested such Task.
Task Performance – After Scoper has been assigned a Task, Scoper shall perform the Task in accordance with the Task Specifications and this Agreement. Each Task will require Scoper to submit a video and Additional Information collected through the App (collectively the
“Work Product”). Additional Information may include the date and time the video was recorded, the location of the camera at the time the video was recorded, and information for associating the video with Scoper.
Acceptance and Rejection of Work Product – Upon receipt of the Work Product, Adscope may review the Work Product to verify the Task Specifications have been met. If Adscope determines that the Task Specifications has been met, Adscope shall provide compensation to Scoper in the amount specified for the Task in accordance with the terms of this Agreement. Adscope shall have no obligation to compensate Scoper for Work Product if Adscope determines, in its sole discretion, that Scoper has failed to meet the Tasks Requirements.
Cancellation of a Task by Adscope –Adscope may cancel a Task assigned to Scoper any time prior to submission of Work Product by Scoper. Adscope shall notify Scoper of the cancellation through the App. Scoper shall receive no compensation for cancelled Tasks.
Cancellation of a Task by Scoper –Scoper may cancel its performance of a Task by providing notice to Adscope through the App. Scoper shall promptly cancel and Task Scoper determines it is unable or unwilling to complete. Scoper shall receive no compensation for cancelled Tasks.
Failure to Perform a Task – If Scoper fails to submit Work Product within the applicable time frame for a Task, Scoper shall receive no compensation for such Tasks.
Compliance with Law – In performing Tasks and this Agreement, Scoper shall comply with all applicable laws and regulations, all Adcope policies, and the terms of this Agreement.
Scoper is an independent contractor and is responsible for the methods and means used in performance under this Agreement. SCOPER IS NOT AN EMPLOYEE, PARTNER, ACTUAL AGENT, APPARENT AGENT, OR OSTENSIBLE AGENT OF ADSCOPE.
Scoper may identify themself as a Scoper on the Adscope platform, but Scoper may not misidentify his/herself as Adscope, or as an employee or representative of Adscope.
Scoper represents and warrants that it is eligible to work in the United States and is at least 18 years old.
Adscope may collect information from Scoper to facilitate communication between Adscope and Scoper, verify Scoper’s eligibility to perform Tasks under this Agreement, and to satisfy any applicable reporting requirements of the applicable jurisdiction(s). Scoper shall provide the information requested and represents and warrants that the information provided is the personal information of Scoper and not that of another person. Scoper shall promptly notify Scoper of any changes to the information provided to Adscope. Scoper will not be able to request Tasks until Adscope has obtained and had the opportunity to verify all information it requires.
Scoper consents to the use of such information to enable Scoper to verify eligibility to perform Tasks, to create a user account (“Account”).
Scoper shall not attempt to have multiple user accounts created. Scoper is the sole authorized user of the Account and is responsible for ensuring that no other person obtains access to the Account. Scoper shall protect the login credentials for the Account. Adscope shall have no liability arising from the unauthorized use of Scoper’s Account. Scoper shall immediately notify Adscope of any known or suspected unauthorized use of the Account.
Scoper is responsible for providing a device compatible with the App and installing the App on such device. Adscope reserves the right to change the device requirements at any time.
In order to produce Work Product, Scoper hereby permits the App to collect information required for the Work Product. This may include access to the devices camera, microphone, location services, and other peripherals and information. The App will allow Scoper to review specific device peripherals and information required for Work Product.
Adscope hereby grants Scoper a non-exclusive, non-transferable, non-sub-licensable, revocable license to use the App, subject to this Agreement. Scoper shall not reverse engineer
the App, attempt to access Adscope’s servers except in ways specifically provided for through the App, or upload malicious or inappropriate content.
Location data provided through the App is for basic location purposes only and no representation is made by Adscope with respect to its accuracy or completeness. Scoper agrees not to rely on such information in situations where precise information is needed or where reliance on such data could lead to personal injury, death, or damage to property or the environment.
The App utilizes the GPS location application designated by your device. Scoper agrees to comply with applicable terms and conditions for use of such application.
A key component of the Work Product is a video showing the billboard identified by the Task. An acceptable video will be in focus, meet the minimum resolution requirements, show the correct billboard from a facing showing the target advertising surface and actual advertisement on the billboard, and show the “read” from the target audience vantage point as the billboard is approached and passed by.
Videos may be rejected if they fail to meet the requirements of the prior section, if they appear to be edited outside of the App. Adscope will notify Scoper of the reason any video is rejected.
Examples of acceptable videos and rejected videos are available through the App.
Upon acceptance of the Work Product, Adscope will credit the Account for the applicable amount.
Scoper acknowledges and agrees that payment shall be exclusively through the third-party payment service provider(s) identified in the App. Scoper shall maintain an account in good standing with at least one of such providers and is responsible for complying with the provider’s applicable terms and conditions. Scoper shall provide identifying information for payment to such account(s). Adscope shall have no liability for incorrect payment account information provided by Scoper.
In the unlikely event that the third-party payment service provider(s) is/are unavailable at the time of payment, alternative payment methods may be used. Adscope reserves the right to make payment by check to the name and address provided by Scoper. Scoper shall maintain the accuracy of such information at all times.
Scoper acknowledges and agrees that Adscope shall withhold amounts from payment to Scoper if and as required by law. Scoper acknowledges and agrees that Adscope may provide information regarding Scoper to applicable taxing authorities.
Payments owed to Scoper shall not include any interest and will be paid net of any amounts that Adscope is required to withhold by law.
Payment will be made upon the request of Scoper, however, Adscope reserves the right to deduct a transfer fee for payments under $20 (after deduction of any withholdings required by law). The transfer fee, if any, will be disclosed prior to finalizing payment. Adscope may also make payment to Scoper’s third-party payment service provider account, or by check, at any time.
To the extent that Scoper owes taxes in any jurisdiction which have not been withheld by Adscope, Scoper agrees to pay all such applicable taxes that are based on Scoper’s services under this Agreement.
The Work Product shall be exclusively owned by Adscope in accordance with the terms of this Agreement. For avoidance of doubt, Scoper shall have no right of privacy in the Work Product.
For information provided by Scoper to Adscope that is other than Work Product, the information collected by Adscope from Scoper shall be used solely for the disclosed purposes, and for Account creation and maintenance, verification of Scoper’s identity, authenticating access, payment, providing support, maintaining the integrity of the platform, improving the platform, and for compliance with applicable law.
Scoper agrees to and accepts the AdScope Privacy Policy as it may be updated from time to time. Scoper recognizes that any information including personal identifiable information included in Work Product may be disclosed to AdScope’s customers and that AdScope has no control of such information contained in Work Product.
Scoper represents and warrants that it is the creator of all video submitted through the App. Scoper is encouraged to review videos prior to submission as Work Product to verify that no personal identifying information is present. Adscope is not responsible for disclosure of personal information included in video submitted as Work Product.
The Work Product submitted by Scoper to Adscope through the App as Work Product shall be the sole property of Adscope and Scoper agrees to assign and hereby assigns all rights in the Work Product to Adscope. To the extent that any Work Product developed by Scoper under this Agreement embody a copyrightable work, including, but not limited to, a
“compilation” as that term is used in 17 U.S.C. §101, as amended from time to time, the
Parties agree that such copyrightable work(s) shall be considered as one or more “works
made for hire” by Scoper for Adscope, as that term is used in 17 U.S.C. §§101 and 201(b), as amended from time to time.
To the extent that any Work Product relating to this Agreement developed by Scoper embody one or more copyrightable works but are neither a “compilation” nor any other form of “work made for hire,” Scoper agrees to a sign and hereby assigns all copyrights in such works to Adscope.
Scoper agrees to execute any documents as reasonably requested by Adscope to formalize the assignments of this Section 8.
Each party shall bear its own costs in performing this Agreement including any costs in performing Tasks. For avoidance of doubt, costs include Internet access, data charges, SMS messages, transportation, tolls, equipment, and any other costs incurred by the parties in performance of this Agreement.
Some Tasks may require the Scoper to be traveling in a vehicle to produce the Work Product. Scoper shall be a passenger (i.e., not the vehicle operator) while recording a video for Work Product. Adscope reserves the right to reject any video it determines, in its sole discretion, appears to have been captured by the operator of a vehicle.
While recording a video from a vehicle, Scoper shall refrain from activities that could interfere with the operation of the vehicle.
Scoper shall defend, indemnify, and hold harmless Adscope and all of their officers, directors, agents, shareholders, and employees (collectively, “the Indemnitees”) from and against any and all losses, costs (including, but not limited to, litigation and settlement costs and counsel fees and expenses), claims, suits, actions, damages, liability and expenses, related to or arising out of Scoper’s act, or omission, or negligence, or fault in connection with this Agreement, including, but not limited to, those in connection with loss of life, bodily injury, personal injury, damage to property, contamination or adverse effects on the environment, intentional acts, any breach of this Agreement, and any infringement or violation of any proprietary right (including, but not limited to, patent, copyright, trademark, service mark and trade secret).
Section 11 shall be applicable without regard to the negligence of the Indemnitees.
IN NO EVENT WILL ADSCOPE, NOR ITS OFFICERS, DIRECTORS, AGENTS, SHAREHOLDERS, OR EMPLOYEES (COLLECTIVELY “ADSCOPE” FOR PURPOSES OF THIS SECTION), BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, EVEN IF ADSCOPE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
Some states or jurisdictions do not allow the exclusion or limitation of liability for certain types of damages. Consequently, the above limitations and exclusions may not all apply.
The parties agree to negotiate any Dispute informally for at least 30 days before initiating arbitration. Such informal negotiations will commence upon written notice. Scoper’s address for such notice shall be the address provided by Scoper and Scoper’s email address. Adscope’s address for such notice is 5895 Ridge Rd, Cortland, OH 44410.
THE PARTIES MUTUALLY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO RESOLUTION OF ALL DISPUTES OR CLAIMS COVERED BY THIS ARBITRATION AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTES BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS AS SET FORTH HEREIN.
This Section 14 is governed by the Federal Arbitration Act (“FAA”) and survives the
termination of this Agreement.
To the fullest extent permitted by law, the Parties agree to arbitrate all claims relating to or arising from this Agreement. If there is a dispute about the applicability of this Section 14 to a claim, the parties agree that such threshold dispute shall be resolved by the arbitrator, except as expressly provided herein.
THE PARTIES ACKNOWLEDGE AND AGREE EACH IS WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR ANY OTHER
REPRESENTATIVE PROCEEDING (“Class Action Waiver”). The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis unless expressly waived by each of the parties. Notwithstanding any other provision of this Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction. In any case in which the claim is filed as a class, collective, or representative action and there is a final judicial determination that the Class Action Waiver is unenforceable as to any claims, then those claims shall be severed from any remaining claims and may remain in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other claims to the fullest extent possible.
In order to initiate arbitration, a claim must be filed with the American Arbitration
Association (“AAA”) and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party. The arbitration will be commenced and conducted under the AAA Rules in effect at the time the arbitration is initiated and modified by the terms set forth in this Agreement, and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org. However, the arbitrator shall have the discretion to select a different set of AAA Rules if appropriate and requested by either of the parties. The parties agree that the arbitration shall be administered before a single arbitrator mutually agreed upon by the parties. If the parties cannot agree within 30 days after potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA.
As part of the arbitration, the parties will have the opportunity for reasonable discovery of non-privileged information that is relevant to the claim(s). The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The
arbitrator will provide a reasoned written statement of the arbitrator’s decision, which shall
explain the award given and the findings and conclusions on which the decision is based.
The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The parties agree that the arbitration fees and compensation for the arbitrator shall be paid by the parties in accordance with the AAA Rules (and, where appropriate, limited by the AAA Consumer Rules).
Unless agreed otherwise, any arbitration hearings will take place in the county of the Scoper’s physical address. If AAA arbitration is unavailable in such county, the arbitration hearings will take place in the nearest available location for a AAA arbitration.
The App is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. To the fullest extent permitted by law, Adscope disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply.
Adscope does not warrant that potential Tasks will be available or that Tasks requested by Scoper will be assigned to Scoper. Adscope has no obligation to assign any Tasks to Scoper.
Adscope does not warrant that the App will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, that any defects will be corrected, or that the App is free of viruses or other harmful components.
This paragraph applies to any version of the App that acquired from the Apple App Store. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the App. Adscope, not Apple, is solely responsible for the App and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against Scoper as a third-party beneficiary thereof. This Agreement incorporates by reference
Apple’s Licensed Application End User License Agreement, for purposes of which, Scoper is “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including acts of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, governmental act or failure of third party power or telecommunications networks, provided that the delayed Party.
Scoper shall not assign or sublet this Agreement or the proceeds thereof, nor may the performance thereunder be assigned in whole or in part.
Adcope may, in its sole discretion, transfer and assign any and all of its rights and obligations under this Agreement. Adscope shall provide notice to Scoper of any assignment under this clause.
Adscope may suspend Scoper’s Account if it determines that the Account has been compromised, that Scoper is in violation of this Agreement, if Scoper fails to adequately perform one or more Tasks, or if determined in Adscope’s discretion. During Account suspension Scoper may not be able to all or certain features of the the App. Notice of such suspension shall be provided to Scoper by email or to Scoper’s physical address using the address(es) provided by Scoper. Scoper may be required to take additional steps to reactivate the Account.
Adscope may terminate this Agreement at any time. Notice of such termination shall be provided to Scoper by email or to Scoper’s physical address using the address(es) provided by Scoper. Within 10 days of termination by Adscope, Adscope will transfer any undisputed
Account balance to Scoper’s designated payment service provider account or as otherwise
permitted by Section 6.
Scoper may terminate this Agreement at any time by seven days’ written notice to Adscope. Within 10 days of termination by Scoper, Adscope will transfer any undisputed Account balance to Scoper’s designated payment service provider account or as otherwise permitted by Section 6.
The obligations of the parties under this Agreement that by their nature would continue beyond expiration, termination or cancellation of this Agreement (including, without limitation, the warranties, indemnification obligations, ownership, and property rights) shall survive any such expiration, termination or cancellation.
The Headings are provided for the convenience of the Parties and do not limit the scope of any of the terms of this Agreement.
This Agreement expressly supersede prior agreements or arrangements between the parties regarding the subject matter to which it pertains.
Adscope may periodically update the terms of this Agreement. Adscope will notify Scoper of such updates. Acceptance of such updated Agreement shall be a condition of continued use of the App by Scoper. In the event that Scoper rejects the updated Agreement, such rejection shall be deemed notice that Scoper wishes to terminate this Agreement under clause 17.3.
Adscope reserves the right to make changes to this Agreement and to require Scoper to agree to the updated version prior to performing further Tasks.
This Agreement shall be governed by the laws of the State of Ohio excluding all conflict of law provisions.
In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and to the greatest extent possible a valid, legal and enforceable provision of similar intent and economic impact therefore shall be substituted instead.
A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.
This Agreement constitutes the whole agreement between the Parties with respect to the subject matter contained herein and there are no terms other than those contained here. No modification or amendment of this Agreement shall be valid unless in writing and signed by the Parties hereto.