Staffing by cups Terms of Service

Last updated: 1/26/2022

THE FOLLOWING USER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH URBAN cups INC. OFFERS YOU ACCESS TO THE STAFFING BY cups PROGRAM.

These terms of service constitute a legally binding agreement (the “Agreement”) between you (“you” or “your”) and Urban cups Inc. (“cups”, “we”, “us” or “our”), a Delaware corporation governing your use of the Staffing by cups website.

1. Modifications to the Agreement

We reserve the right to modify the terms and conditions of this agreement at any time, effective upon emailing the posted amended terms to the agreement. Continued use of the Staffing by cups program shall constitute your consent to such changes. If you do not agree to any such changes, you may not use or access the services.

2. General Provisions

cups is the creator of the Staffing by cups (“Platform”) that connects service locations (including but not limited to; coffee shops, office spaces, third-party vendors, and restaurants) with Service Professionals (including but not limited to; baristas and servers). The Platform is a place where locations aforementioned may request a Service Professional strictly as a 1099 Independent Contractor, and not as an employee, worker, agent, joint venture, partner or franchisee of cups or any Service Requester for any purpose. All Service Professionals on the platform are 1099 Independent Contractors throughout the duration of their platform participation and are at no time considered to be employees of cups.

cups does not provide the Services described in this Agreement. The role of cups is limited to offering the technological platform as a referral tool for Service Requesters and Service Professionals and facilitating payments from Service Requesters to Service Professionals. Services Received begins at the time of services requested through the completion of the scheduled time requested.

3. Eligibility

The Staffing by cups Platform is available only to and may only be used by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, the Staffing by cups Platform is not available to children (persons under the age of 18).

4. Payments

4.1 Charges

As a Service Requester, you understand that use of the Services may result in charges to you for the Services received from a Service Professional (“Charges”) and you agree to pay all such Charges incurred. cups retains the right to initiate all Charges at the time of purchase unless alternate terms are formalized between the Service Requester and cups. cups reserves the right to establish, remove, and/or revise Charges for any or all Services Received at cups’ sole discretion and in-line with cancellation policies. cups will use reasonable efforts to inform you of any changes to Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. A receipt of Charge amendments may be available to you at cups discretion or upon your request.

As a Service Requester, you are responsible to pay for the number of hours of the original shift request, regardless of whether or not the Service Professional is required for the full requested time or not. You are also responsible to pay for any number of hours beyond the hours agreed to in the original shift request worked by the Service Provider by your request, including an earlier start to the shift and a later end to the shift. You are required to inform cups of any changes to hours. Hourly wage is determined by cups and subject to change at cups’ sole discretion. The hourly wage may or may not be amended dependent on shift requirements and if a shift request is received after established cut-off times. Hourly wage is passed through in its entirety to the Service Professional and is influenced by the service location’s city and whether or not the shift is tipped.

4.2 Booking Grace Period

cups will offer the Service Requester a period of one hour after submitting their shift order to request changes to the order (the “Grace Period”). These changes can include different hours, days, or locations, and are honored at the discretion of cups.

After this grace period, any changes to the order will be considered a cancellation and will fall under our Cancellation Policy (see section 4.5).

The Grace Period does not apply to shifts booked for the next day or for the same day, as cups must contact Service Providers immediately to ensure coverage for urgent shifts. Whether any change to next-day or same-day shifts is honored will be at the discretion of cups.

4.3 Gratuity

Distributing Gratuity (“Tips”) to your Service Professional is entirely at the discretion of you as the Service Requester. Tips are not obligatory for shifts booked through cups unless otherwise stated at time of booking. cups is not responsible for the distribution or allocation of tips; any and all tips should be paid directly to the Service Professional.

4.4 Other Fees

Other applicable fees include but may not be limited to:

  • Booking Fee: service fees associated with shift requests and fulfillment

  • Cancellation Fees: applicable in the event of shift amendments or cancellation initiated by the Service Requester (see section 4.5 Cancellation Policy)

  • Finder’s Fee: equal to $500 USD and applicable upon direct employment by the Service Requester or the Service Requester’s business, on a temporary or permanent basis, of any one of our baristas.

Any and all additional fees will be charged to the pay method used for booking and/or noted on file.

4.5 Cancellation Policy

Following the Grace Period, all shift hours are final. All booking fees are nonrefundable. The cups cancellation policy depends on the time remaining before the start of the shift, and is as follows:

If a Service Provider has claimed the shift and more than 24 hours remain before the beginning of the shift, then:

  • The Service Provider will be paid 50% of the promised wages.

  • A credit will be issued in the form of a promo code to the Service Requester equal to 50% of the remaining wages.

If a Service Provider has claimed the shift and less than 24 hours remain before the beginning of the shift, then:

  • The Service Provider will be paid 100% of the promised wages.

  • No credit or refund will be issued to the Service Requester.

If a Service Provider has not claimed the shift that the Service Requester wants to cancel, a full refund will be issued at cups discretion, minus the booking fee.

4.6 Promotions

cups at its discretion, may make available promotions with different features to any of our Service Requesters or Service Professionals. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with cups.

4.7 Payment Method

You agree to pay all applicable Charges via the payment method and in agreement with the terms specified for your account. Acceptable payment forms are limited to a pre-authorized credit or debit card unless otherwise agreed upon by cups. Cash and check payments are prohibited. All Charges and Fees are due at the time of purchase and will automatically be charged to your card on file by cups unless otherwise agreed upon by cups. All Charges are facilitated through a third-party payment processing service. In the instance of unpaid or past due Charges or Fees associated with your Account, you agree to pay all expenses of collection, including any reasonable attorney’s fees, in accordance with this Agreement.

4.8 Service Professional Payments

As a Service Professional, you will receive applicable shift fees (hourly wages in their entirety, no booking fees) for services provided. Hourly wage is determined at the discretion of cups and the Service Requester and is finalized at the time of shift acceptance by you, the Service Professional. As a Service Professional, you are not entitled to tips, though tips may be disbursed at the discretion of the Service Requester. cups will process all payments due to you through its third party payment processor. All payments will be processed via an Automated Clearing House (“ACH”) transfer, for which you will be required to provide banking information. cups is not responsible for any taxes or insurance to be paid from these fees. You will be paid as a 1099 Independent Contractor, not as an employee of cups or any Service Requester facility, and thus are responsible for ensuring all income meets the requirements of the governing law of the state.

5. The Relationship between Service Requester and the Service Professional

You, the Service Requester, acknowledge and agree that by obtaining staffing coverage from a Service Professional, this creates a direct business relationship between you and the Service Professional, and your interactions and dealings with said Service Professional are solely between you and said Service Professional. Service Professionals are 1099 Independent Contractors and not employees of cups. As such, cups is not responsible or liable for the actions or inactions of any Service Professional in relation to the Service Requester and services provided as a part of shift fulfillment.

The Service Requester is responsible for providing meal and rest break time according to their state department of labor regulations.

cups requires Service Professionals to obtain and maintain a sufficient and valid Occupational Accident Insurance (“OAI”) policy. This said, cups will not be responsible for any Service Professional’s failure to obtain an OAI policy. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a Service Professional or other third party.

6. Your information

  • Your information is any information you provide, publish or post through communications with any representative at cups. You consent to us using this information to create a User account that will allow you to participate in our Services. All relevant information will be passed between cups, the Service Requester and Service Professional as seen fit by cups representatives.

  • Your logo and company name can be listed on the Staffing by cups website on the “used by” section.

7. Service Professional representations and warranties

By providing Services as a Service Professional, you represent, warrant, and agree that:

  • You have the proper experience to work for a Service Requester (minimum of 2 years barista experience).

  • You will be solely responsible for any and all liabilities that result from or is alleged as a result of your provision of Services, including but not limited to personal injuries, death and property damages.

  • You will be solely responsible for obtaining and maintaining sufficient and valid insurance coverage and agree to release cups of any liability in the case of an insurance-related event per acknowledgement of this Agreement.

  • You will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions.

  • You will pay all applicable federal, state and local taxes based on your provision of Services and payments received by you.

  • You will not make any misrepresentation regarding cups, the Staffing by cups Platform, the services, or your status as a Service Professional, or engage in any other activity in a manner that is inconsistent with your obligation under this Agreement.

  • You agree that we may obtain information about you, including your criminal records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

  • Your status in the Staffing by cups Platform is dependent upon compliance with Staffing by cups policy, as outlined in these Terms of Service, FAQ and any written materials provided to you by cups.

  • You will not contact any Service Requester directly unless necessary to provide the Service, as facilitated by the Platform.

8. Disclaimers

The following disclaimers are made on behalf of cups, our affiliates and each of our respective officers, directors, employees, agents, shareholders and suppliers.

Staffing by cups Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Staffing by cups Platform, including the ability to provide or receive Services at any given location or time. cups and its Licensors do not guarantee the availability or uptime of service fulfillment or the Staffing by cups Platform. You acknowledge and agree that the Service or the Platform may be unavailable at any time and for any reason and that cups and its Licensors are not responsible for any resulting delays, delivery failures, or other damages, liabilities, or losses.

9. Indemnity

You will defend, indemnify, and hold us and our affiliates and each of our respective officers, directors, employees, agents, shareholders, and suppliers harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Staffing by cups Platform and participation in the Services including:

  • Your breach of this Agreement or the documents it incorporates by reference;

  • Your violation of any law or the rights of a third party, including without limitation; Service Providers, customers, other workers, as a result of your own interaction with such third party.

  • Any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

10. Limitation of Liability

In no event will we, our affiliates, or each of our respective officers, directors, employees, agents, shareholders or suppliers, be liable to you for any incidental, special, punitive, consequential, or indirect damages arising out of or in connection with the Staffing by cups Platform, the services, or this agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages, we will not be liable for any damages, direct, indirect, special, punitive, incidental and/or consequential (including but not limited to physical damages, bodily injury, death and/or emotional stress and discomfort) arising out of your communicating or shift with a Service Requester location.

11. Release of Liability

In the event that a Service Professional has a dispute with one or more Service Requesters or patrons in the location of a Service Requester, you agree to release cups (including our affiliates and each of our respective officers, directors, employees, agents, shareholders, and suppliers) from claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Service Professionals, Service Requesters, or patrons in the location of the Service Requester or your use of the Staffing by cups Platform or participation in the Services.

12. Term and Termination

An agreement is effective upon:

  • Service Requester: Submitting an inquiry or service request through the Staffing by cups Shift site.

  • Service Professional: Completing the application to become a potential Service Professional to receive inquiries via the Staffing by cups Platform.

You may discontinue use of the Staffing by cups Platform or participation in the Services at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Staffing by cups Platform to any User for any reason not prohibited by law.

13. No Agency

Service Professionals are 1099 Independent Contractors of cups, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this agreement.

14. General

This Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by cups, in our sole discretion in accordance with the “Notices” section of this Agreement. This Agreement sets for the entire understanding and agreement between you and cups with respect to the matter hereof.

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