Terms and Conditions
User Agreement
Effective Date: August 1, 2016
This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) and Elves and
Errands, LLC. (“Elves and Errands, LLC.”, “we,” or “us”) and, to the extent expressly stated, our
affiliates. You must read, agree to, and accept all of the terms and conditions contained in this
Agreement in order to use our website located at www.ee-hh.com, all affiliated websites, including
mobile websites and applications, owned and operated by us, our predecessors or successors in
interest, or our Affiliates (collectively, the “Site”), all services applications and products that are
accessible through the Site and all Elves and Errands, LLC. mobile applications that link to or
reference this Agreement (“Site Services”) whether provided by us or our Affiliates.
This Agreement includes and hereby incorporates by reference the following: Elves and Errands,
LLC. Fee Agreement; Terms of Use; Cookie Policy; Privacy Policy; Bidder Membership Agreement;
Proprietary Rights Infringement Reporting Procedures; “Elves and Errands, LLC. Team” Software
License Agreement; API Terms of Use; Elves and Errands, LLC. Widget Terms of Use; Payment
Agreement with Escrow Instructions, as such agreements may be in effect and modified by Elves
and Errands, LLC. from time to time (collectively, with this Agreement, the “Terms of Service”).
These Terms of Service are available at http://ee-hh.com/pdx/terms-and-conditions/.
Subject to the conditions set forth herein, Elves and Errands, LLC. may, in its sole discretion, amend
this Agreement and the other Terms of Service at any time by posting a revised version on the Site
and will provide reasonable advance notice of any amendment that includes a Substantial
Change. If the Substantial Change includes an increase to Fees charged by Elves and Errands,
LLC., Elves and Errands, LLC. will provide at least 30 days’ advance notice of the change, but may
not provide any advance notice for changes resulting in a reduction in Fees or any temporary or
promotional Fee change. Any revisions to the Terms of Service will take effect on the noted
effective date or when posted if there is no noted effective date (each, as applicable, the “Effective
Date”).
Your continued use of the Site or the Site Services after the Effective Date of a revised version of
this Agreement or of any other Terms of Service constitutes your acceptance of and agreement to
be bound by the Terms of Service as revised. In the event of a conflict between this Agreement and
the other Terms of Service, this Agreement will control unless the other Agreement explicitly states
that it controls. Capitalized terms are defined throughout this Agreement and in Section 23
(Definitions).
YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE
DATE, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE
MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION
IN SECTION 21.4 OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE
IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES
AFTER THE EFFECTIVE DATE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF
AN ENTITY, OR IN CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF
OF AN ENTITY OR AGENCY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE
AUTHORITY TO BIND THAT ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT
EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT ENTITY OR AGENCY.
1. DIGITAL SIGNATURE
By registering for an Elves and Errands, LLC. account on the Site (an “Account”), or by utilizing the
generated password provided for you in the introductory email to access the site’s content, you are
deemed to have executed this Agreement and the other Terms of Service electronically, effective on
the date you register your Account or click to accept the Terms of Service, pursuant to the U.S.
Electronic Signatures in Global and National Commerce Act (the E-Sign Act) (15 U.S.C. § 7001, et
seq.). Your Account registration constitutes an acknowledgement that you are able to electronically
receive, download, and print this Agreement, the other Terms of Service, and any amendments.
2. CONSENT TO USE ELECTRONIC RECORDS
In connection with the Terms of Service, you may be entitled to receive certain records from Elves
and Errands, LLC. or our Affiliates, such as contracts, notices, and communications, in writing. To
facilitate your use of the Site and the Site Services, you give us permission to provide these records
to you electronically instead of in paper form.
2.1 YOUR CONSENT AND YOUR RIGHT TO WITHDRAW CONSENT
By registering for an Account, you consent to electronically receive and access, via email or the Site,
all records and notices for the services provided to you under the Terms of Service that we or our
Affiliates would otherwise be required to provide to you in paper form. However, we reserve the
right, in our sole discretion, to communicate with you via the U.S. Postal Service and other third-
party mail services using the address under which your account is registered. Your consent to
receive records and notices electronically will remain in effect until you withdraw it. You may
withdraw your consent to receive further records and notices electronically at any time by contacting
Customer Support. If you withdraw your consent to receive such records and notices electronically,
we will revoke your access to the Site and the Site Services, and you will no longer be permitted to
use the Site or the Site Services. Any withdrawal of your consent to receive records and notices
electronically will be effective only after we have a reasonable period of time to process your request
for withdrawal. Please note that your withdrawal of consent to receive records and notices
electronically will not apply to records and notices electronically provided by us to you before the
withdrawal of your consent becomes effective.
2.2 KEEPING YOUR ADDRESS AND EMAIL ADDRESS CURRENT WITH US
In order to ensure that we are able to provide records and notices to you electronically, you agree to
notify us immediately of any change in your email address by updating your Account information on
the Site or by contacting Customer Support. In addition, so that we may communicate with you via
the U.S. Postal Service and other third-party mail services, you agree to notify us immediately of any
change in your address.
2.3 HARDWARE AND SOFTWARE YOU WILL NEED TO USE THE SITE SERVICES FOR YOUR
BUSINESS
To access and retain the records and notices we provide to you electronically, you will need: (a) a
valid email address; (b) a computer system that operates on a platform like Windows or Mac; (c) a
connection to the Internet; (d) Current Versions of the software, browsers, plug-ins, or other
computer applications and programs identified on the Site (Users utilizing other browsers may
experience compatibility difficulties); (e) a Current Version of a program that accurately reads and
displays PDF files, such as the Current Version of Adobe Acrobat Reader; (f) a computer or device
and an operating system capable of supporting all of the above; and (g) a printer to print out and
retain records and notices in paper form or electronic storage to retain records and notices in an
electronic form. By “Current Version”, we mean a version of the software that is currently being
supported by its publisher. We may change these requirements from time to time and will update
this Agreement accordingly. You should retain a copy of all of the records and notices we send to
you electronically.
By accepting and agreeing to this Agreement and the other Terms of Service electronically, you
represent that (x) you have read and understand the above consent to receive records and notices
electronically; (y) you satisfy the minimum hardware and software requirements specified above; and
(z) your consent will remain in effect until you withdraw your consent as specified above.
3. ELVES AND ERRANDS, LLC. ACCOUNTS
3.1 ACCOUNT ELIGIBILITY
To use the Site and certain Site Services, you must register for an Account. Elves and Errands,
LLC. offers the Site and Site Services for your business purposes, as well as for personal,
household, or consumer use. If your entity is represented as a business either by claims made on
our site through your profile, bids, or other posts, or through purchasing business advertising
services, you must have, and hereby represent that you have, a valid business (whether it be as a
self-employed individual/sole proprietor or as a corporation or other entity). You understand that you
must comply with any licensing or registration requirements with respect to your business, and you
represent that you comply with all such requirements, including contractor licensing requirements, if
you represent to be a contractor. To register for an Account, you must be, and hereby represent that
you are, a legal entity or an individual who can form legally binding contracts. By registering for an
Account, by using the Site or Site Services after the Effective Date if you had an account on the
Effective Date, or by clicking to accept the Terms of Service when prompted on the Site, you agree
to: (a) abide by this Agreement and the other Terms of Service; (b) be financially responsible for
your use of the Site and the purchase or delivery of Bidder Services; and (c) perform your
obligations as specified by any Service Contract that you enter into, unless such obligations are
prohibited by applicable law or the Terms of Service. Elves and Errands, LLC. reserves the right, in
our sole discretion, to refuse, suspend, or revoke your access to the Site and Site Services upon
discovery that any information you provided on any form or posted on the Site is not true, accurate,
or complete, or such information or other conduct otherwise violates the Terms of Service, or for any
other reason or no reason in Elves and Errands, LLC.’s sole discretion.
You represent that you are a legal citizen or resident of the United States, residing in the geographic
location that you have stated as your area of residence, and that you are NOT: (x) a citizen or
resident of a geographic area in which access to or use of the Site or Site Services is prohibited by
applicable law, decree, regulation, treaty, or administrative act; (y) a citizen or resident of, or located
in, a geographic area that is subject to U.S. or other sovereign country sanctions or embargoes; or
(z) an individual, or an individual employed by or associated with an entity, identified on the U.S.
Department of Commerce’s Denied Persons or Entity List, the U.S. Department of Treasury’s
Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State’s
Debarred Parties List or otherwise ineligible to receive items subject to U.S. export control laws and
regulations or other economic sanction rules of any sovereign nation. You agree that if your status or
other circumstances change such that the above representations are no longer accurate, that you
will immediately cease using the Site and Site Services.
If you are not 18 years of age, you represent that you have obtained your parents' consent to the use
of the site and its services, have consulted with them regarding your employment plans, and have
their permission regarding any solicitations, postings or employment seeking efforts associated with
the Site.
3.2 ACCOUNT REGISTRATION; PROFILE
There are two types of roles for the users on the Elves and Errands, LLCsite: Project Posters – or,
Client (i.e. any individual or business entity who wishes to post their project and accept offers on it)
and Bidders (any individual or business that wishes to perform the posted task and submits their
quote (or bid) for the defined scope of the posted project. Each user can function in either role at
their choice and discretion, whether they are an individual or a business
By registering for an account, you have the option to complete a User profile (“Profile”), which you
consent to be shown to other Users and, unless you change your privacy settings, the public. If you
are a Bidder, unless you use the Site solely as an employee and Agency Member of a registered
Agency Account, you represent and warrant that you use your Profile to market your business to
others for the purpose of entering into independent contractor relationships with other Users. You
agree to provide true, accurate, and complete information on your Profile and all registration and
other forms you access on the Site or provide to us and to update your information to maintain its
truthfulness, accuracy, and completeness. You agree not to provide and to correct any information
about your location, your business, your skills, or the services your business provides that is or
becomes false or misleading. You agree not to register for more than one Client Account and one
Bidder Account without express written permission from us (except that you may register as an
Agency Member of other Accounts as provided below). You agree not to ask or allow another
person to create an Account on your behalf, for your use, or for your benefit.
3.3 IDENTITY VERIFICATION
When you register for an Account and from time to time thereafter, your Account will be subject to
verification, including, but not limited to, validation against third-party databases or the verification of
one or more official government or legal documents that confirm your identity and your ability to
represent your business on Elves and Errands, LLC., if it is a separate legal entity. You authorize
Elves and Errands, LLC., directly or through third parties, to make any inquiries necessary to
validate your identity and confirm your ownership of your email address or financial accounts,
subject to applicable law. When requested, you must provide us with information about you and
your business.
3.4 BUSINESS AND CONSUMER ACCOUNTS
You may represent yourself as a business or as an individual (consumer) on Elves and Errands,
LLCsite, both when posting project and when bidding on projects.
Business and contractor accounts receive special badges and endorsements on Elves and Errands,
LLC. site. Any misrepresentation of business status and/or documents constitutes fraud and will be
prosecuted to the full extent of the applicable law
Consumer accounts may receive special pricing and other preferential treatment. It is a violation of
this agreement to withhold your business affiliation in order to obtain consumer pricing. In the even
that such affiliation is discovered, a) your agreement shall be terminated b) as a provision of this
agreement, you authorize Elves and Errands, LLC to hold you liable for the greater of: (a) penalty
fee of $2500 (b) the amount of business/contractor pricing which would have been your
responsibility should this misinformation had not occurred over the period of past 24 months,
plus all applicable damages and attorney fees. Elves and Errands, LLC. reserves the right to
conduct sting operation checks in order to verify user status.
3.5 USERNAMES AND PASSWORDS
When you register for an Account, you will be asked to choose a username and password for the
Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your
Account or Agency Account username and password. You authorize Elves and Errands, LLC. to
assume that any person using the Site with your username and password, either is you or is
authorized to act for you. You agree to notify us immediately if you suspect or become aware of any
unauthorized use of your Account or Agency Account or any unauthorized access to your password
or the password of any User of your Account (or any related Agency Account). You further agree
not to use any username, or password of another User of the Site that you are not authorized to use,
and not to allow others who are not authorized to do so to use your Account or Agency Account at
any time.
3.6 MARKETPLACE FEEDBACK
You acknowledge and agree that feedback benefits the marketplace, all Users, and the efficiency of
the Site and you specifically request that Elves and Errands, LLC. post composite or compiled
feedback about Users, including yourself, on User Profiles and elsewhere on the Site. You
acknowledge and agree that feedback results for you, if any, will consist of comments, ratings,
indicators of User satisfaction, and other feedback left by other Users. You further acknowledge and
agree that Elves and Errands, LLC. will make feedback results available to other marketplace Users,
including composite or compiled feedback. Elves and Errands, LLC. provides this feedback system
as a means through which Users can share their opinions publicly and Elves and Errands, LLC.
does not monitor or censor these opinions. You acknowledge and agree that posted composite or
compiled feedback relates only to the business advertised in the Bidder Profile and any Featured
Offers posted by you and not to any individual person.
Elves and Errands, LLC. does not investigate any remarks posted by Users for accuracy or reliability
but may do so if a User requests that Elves and Errands, LLC. do so. You may be held legally
responsible for damages suffered by other Users or third parties as a result of your remarks if such
remarks are legally actionable or defamatory. Elves and Errands, LLC. is not legally responsible for
any feedback or comments posted or made available on the Site by any Users or third parties, even
if that information is defamatory or otherwise legally actionable. In order to protect the integrity of
the feedback system and protect Users from abuse, Elves and Errands, LLC. reserves the right (but
is under no obligation) to remove posted feedback or information that, in Elves and Errands, LLC.’s
sole judgment, violates the Terms of Service or negatively affects our marketplace. You
acknowledge and agree that you will notify Elves and Errands, LLC. of any error or inaccurate
statement in your feedback results, and that if you do not do so, Elves and Errands, LLC. may rely
on the accuracy of such information.
3.7 THIRD PARTY INFORMATION AND REVIEWS
Elves and Errands, LLC. also provides consumer informational service, by providing the opportunity
to search third party databases, including but not limited to State contractor licensing records and
online consumer reports. Elves and Errands, LLC has no affiliation with these parties and provides
links to the content published by them solely as a convenience to Elves and Errands, LLC
customers. No claim or representations are to be implied when a link to a third party database is
offered on the Elves and Errands, LLCsite for research purposes.
3.8 BACKGROUND AND OTHER VERIFICATION CHECKS
Since many of the services that are requested on Elves and Errands, LLCsite may take place in a
client’s home, we encourage all bidders to obtain and post a background check. This will give Elves
and Errands, LLC access to your personal information, including but not limited to criminal records,
place of residence and civil claims against you. Background checks are voluntary, and if you choose
to not obtain a background check, this will simply mean that no information regarding this will be
given to the customers. (In other words, we tell the customers who passed the background check,
and inform them that we have the relevant information on file, but we do not specifically report or in
any other way focus on those who opted not to).. The results of the background checks are kept on
file by Elves and Errands, LLC and are not shared with the users or any other parties unless an
official request is made due to fraud allegations, financial delinquency., or other situations in which
this information would be required on order to remedy a violation of this agreement, the agreement
between the bidder and the project poster, or of state or federal law.
In order to provide a safe marketplace to its users, Elves and Errands, LLC may initiate other
verification processes and information checks and request other relevant information, including but
not limited to professional and personal references, insurance and bond information, contractor
license numbers, etc.
4. PURPOSE OF THE SITE AND SITE SERVICES
The Site is a marketplace where Clients and Bidders can identify each other and advertise, buy, and
sell Bidder Services online. Subject to the Terms of Service, Elves and Errands, LLC. provides the
Site Services to Users, including hosting and maintaining the Site, enabling the formation of Service
Contracts, and coordinating disputes related to those Service Contracts. If Users agree on terms for
Bidder Services, a Service Contract is formed directly between such Users, subject to the provisions
set forth in Section 5 (Contractual Relationship Between Client and Bidder). When a User enters a
Service Contract, the User uses the Site to engage, communicate, invoice and pay online.
ELVES AND ERRANDS, LLCDOES NOT OWN OR SELL ANY SERVICES PROVIDED ON THE
SITE. We sell a) advertising and marketing services b) the service of establishing a connection
between a client and a Bidder
4.1 ESCROW ACCOUNTS
Elves and Errands, LLC provides escrow services to Users to deliver, hold, or receive payment for
an Engagement, and to pay service, membership and payment processing and administration fees
to Elves and Errands, LLC. (“Escrow Services”).
Depending on your needs and the applicable Escrow Instructions, ELVES AND ERRANDS, LLC. will
establish and maintain one of three different types of Escrow Accounts, subject to the applicable
Escrow Agreement:
You hereby authorize and instruct Elves and Errands, LLC to act as escrow agent in connection with
the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other
specified purposes (the “Escrow”) in accordance with the Terms of Service and the applicable
Escrow Instructions.
5. CONTRACTUAL RELATIONSHIP BETWEEN CLIENT (project poster) AND BIDDER
(BUSINESS OR FREELANCER)
5.1 SERVICE CONTRACTS
When a project is posted on the Elves and Errands, LLC site, and subsequently awarded to a bidder,
a contractual relationship is formed. You acknowledge and agree that this Service Contract is
comprised of the following agreements (as applicable): (a) The Fixed-Price Escrow Instructions; (b)
the Engagement terms awarded and accepted on the Site to the extent that the terms do not, and do
not purport to, expand Elves and Errands, LLC.’s obligations or restrict Elves and Errands, LLC.’s
rights under the Terms of Service; (c) the terms in Section 8 (Service Contract Terms), unless other
terms are agreed to by the parties, to the extent that the provisions do not, and do not purport to,
expand Elves and Errands, LLC.’s obligations or restrict Elves and Errands, LLC.’s rights under the
Terms of Service; and (e) any other contractual provisions accepted by both the Client and the
Bidder, to the extent that the provisions do not, and do not purport to, expand Elves and Errands,
LLC.’s obligations or restrict Elves and Errands, LLC.’s rights under the Terms of Service. You
acknowledge and agree that Elves and Errands, LLC. is not a party to any Service Contracts, and
that the formation of a Service Contract between Users will not, under any circumstance, create an
employment or other service relationship between Elves and Errands, LLC. and any Bidder.
6. PAYMENT TERMS
6.1 SERVICE FEE; PAYMENT PROCESSING FEES
Clients purchase Site Credits which are then used to pay for the bidder’s Services. Site Credits are
part of the Client’s Escrow, and are used to make sub-escrows for specific jobs. All site credits are
returnable and refundable at any time. To request Site Credits refund, please send an email
to support@ee-hh.com.
Elves and Errands, LLC. does NOT “sell” Site Credits as a product, nor receives any proceeds from
the sale of Site Credits – they are simply the means of funding the Client’s Account Escrow. These
funds, in the amount deposited, belong to the Client, until sub-escrows for specific jobs are created.
By accepting this agreement you agree to allow Elves and Errands, LLC hold these funds for future
payments on the site and waive all and any claims to any possible interest, earnings, or other
proceeds on these funds.
When a Client pays a Bidder, or when funds related to an Engagement are otherwise released to
any Bidder (business or individual) as required by the applicable Escrow Instructions, ELVES AND
ERRANDS, LLC. will charge a service fee in the amount of 10% of the transaction (the “Service
Fee”). Bidder agrees to pay Elves and Errands, LLC. the Service Fee for using the Site’s
communication, invoicing, dispute resolution and payment services, including Payment Protection.
Service and payment processing fees are charged on all transactions that occur between the Project
Posters (Clients) and the Bidders (Bidders) on the Elves and Errands, LLC site and are taken out the
agreed amount on the receiving party’s end (usually, the bidder).
Offer posting and other advertising fees are charged directly by Elves and Errands, LLC and are not
subject to service fees, but may include additional payment processing fees depending on your
method of payment and other selected marketing campaign factors. This would be discussed
separately in your service agreement for that particular marketing service.
6.2 MEMBERSHIP FEES
Currently, there are no membership or subscription fees. Elves and Errands, LLC reserves the right
to update this part of the agreement at any time in the future.
6.3 NO FEE FOR INTRODUCING OR FOR FINDING ENGAGEMENTS
Elves and Errands, LLC. does not introduce Clients to Bidders and does not help Bidders secure
Engagements. Elves and Errands, LLC. merely makes the Site Services available to enable Bidders
to do so themselves. Therefore, Elves and Errands, LLC. does not charge a fee when a Bidder finds
a suitable Client or finds an Engagement. However, a Client and a Bidder are obligated to use the
Site to pay and receive payment for their work together if they identified each other through the Site,
as detailed in Section 7 (Non-Circumvention), below. In addition, Elves and Errands, LLC. does not
charge any fee or dues for posting public feedback and composite or compiled feedback.
6.4 DISBURSEMENTS TO BIDDERS
Under the relevant Escrow Instructions, ELVES AND ERRANDS, LLC. automatically disburses
funds that are payable to a Bidder for the Engagement (less any applicable Elves and Errands, LLC.
fees) to Bidders within 30 days after the Bidder Fees are due and payable from Client. Bidder
agrees that they will not receive interest or other earnings on the funds held by ELVES AND
ERRANDS, LLC. prior to disbursement to Bidder.
Notwithstanding any other provision of the Terms of Service or the Escrow Instructions, and except
as prohibited by applicable law, if we determine in our sole discretion that you have violated the
conditions and restrictions of the Site or the Terms of Service, ELVES AND ERRANDS, LLC. may
hold the disbursement of the Bidder Fees. Additionally, ELVES AND ERRANDS, LLC. may also
hold the disbursement of the Bidder Fees if: (a) we require additional information, such as Bidder’s
tax information, government-issued identification, address, or date of birth; (b) we have reason to
believe the Bidder Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we
believe there are reasonable grounds for insecurity with respect to the performance of obligations
under a Service Contract, this Agreement, or other Terms of Service; (e) we deem it necessary in
connection with any investigation; or (f) required by applicable law.
In cases of fraud, abuse, or violation of the Terms of Service, Elves and Errands, LLC. reserves the
right to revoke any payments and reclaim all Bidder Fees due to Bidder (not just the Bidder Fees
from the Service Contract(s) under investigation) unless prohibited by applicable law. In addition, we
reserve the right to seek reimbursement from you, and you will reimburse us, if we suspect fraud or
criminal activity associated with your payment, withdrawal, or Engagement; if we discover erroneous
or duplicate transactions; or if we have supplied our services in accordance with this Agreement yet
we receive any chargeback from the Payment Method used by you, or used by your Client if you are
a Bidder. You agree that we have the right to obtain such reimbursement by charging an applicable
Escrow Account, and any other accounts you hold with us, offsetting any amounts determined to be
owing, deducting amounts from future payments or withdrawals, charging your Payment Method, or
obtaining reimbursement from you by any other lawful means. Failure to pay for reimbursements of
chargebacks is cause for termination of the applicable Escrow Account and revocation of your
access to the Site.
6.5 NON-PAYMENT
If Client fails to pay the Bidder Fees or any other amounts due under the Terms of Service, whether
by canceling Client’s credit or debit card, initiating an improper chargeback, or any other means,
Elves and Errands, LLC. may suspend or close Client’s Account and revoke Client’s access to the
Site, including Client’s authority to use the Site to process any additional payments, enter into
Service Contracts, or obtain any additional Bidder Services. Without limiting other available
remedies, Client must pay Elves and Errands, LLC. upon demand for amounts owed under the
Terms of Service, plus interest on the outstanding amount at the lesser of one and one-half percent
(1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other
costs of collection to the extent permitted by applicable law. To the extent permitted by applicable
law, Elves and Errands, LLC. at our discretion, may set off amounts due against other amounts
received from or held by Elves and Errands, LLC. for Client, make appropriate reports to credit
reporting agencies and law enforcement authorities, and cooperate with credit reporting agencies
and law enforcement authorities in any resulting investigation or prosecution.
6.6 NO RETURN OF FUNDS
Client acknowledges and agrees that ELVES AND ERRANDS, LLC. will charge Client’s designated
Payment Method for the Bidder Fees for Fixed-Price Contracts, upon Client’s acceptance and
approval of the Bidder Services. Therefore, and in consideration of the Site Services provided by
Elves and Errands, LLC, including the Escrow Services, Client agrees that once ELVES AND
ERRANDS, LLC. charges the Client’s designated Payment Method for the Bidder Fees as provided
in this Agreement or the other Terms of Service, the charge is non-refundable, except as otherwise
required by applicable law. Client also acknowledges and agrees that the Terms of Service provide
a dispute resolution process as a way for Client resolve disputes. To the extent permitted by
applicable law, Client therefore agrees not to ask its credit card company, bank, or other Payment
Method provider to charge back any Bidder Fees or other Fees charged pursuant to the Terms of
Service for any reason. A chargeback in breach of the foregoing obligation is a material breach of
the Terms of Service. If Client initiates a chargeback in violation of this Agreement, Client agrees
that Elves and Errands, LLC. may dispute or appeal the chargeback and institute collection action
against Client.
However, any sum of money held is the Elves and Errands, LLC escrow accounts against a
particular service offered by any Bidder through the Elves and Errands, LLCsite, may be fully or
partially refunded back to the client either (a) upon a voluntary, mutual agreement between the
project Poster and the Bidder – such as in a case when work was planned to be performed, but
subsequently cancelled for any reason, or (b) as an outcome of a dispute resolution ruling
6.7 FORMAL INVOICES AND TAXES
Elves and Errands, LLC. disclaims all and any responsibility for determining the necessity of or for
issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the
Bidder Fees. Bidder will be solely responsible for determining whether it is required by applicable
law to issue any formal invoices for the Bidder Fees and for issuing any invoices so required. Bidder
will also be solely responsible for determining whether the Bidder is required by applicable law to
remit to the appropriate authorities any sales or value added tax or any other taxes or similar
charges applicable to the Bidder Fees and remitting any such taxes or charges to the appropriate
authorities on behalf of itself. In the event of an audit of Elves and Errands, LLC, Bidder agrees to
promptly cooperate with Elves and Errands, LLC. and provide copies of Bidder’s tax returns and
other documents as may be reasonably requested for purposes of such audit, including but not
limited to records showing Bidder is engaging in an independent business as represented to Elves
and Errands, LLC.
6.8 PAYMENT METHODS
In order to use certain Site Services, Client must provide account information for at least one valid
Payment Method.
Client hereby authorizes Elves and Errands, to run credit card authorizations on all credit cards
provided by Client, to store credit card and banking or other financial details as Client’s method of
payment for Services, and to charge Client’s credit card (or any other Payment Method). Credit
cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by
ELVES AND ERRANDS, LLC.
When Client authorizes the payment of the Bidder Fees for a Contract on the Site, Client
automatically and irrevocably authorizes and instructs ELVES AND ERRANDS, LLC. to charge
Client’s Payment Method for the Bidder Fees. By providing Payment Method information through
the Site, Client represents, warrants, and covenants that: (a) Client is legally authorized to provide
such information; (b) Client is legally authorized to perform payments using the Payment Method(s);
and (c) such action does not violate the terms and conditions applicable to Client’s use of such
Payment Method(s) or applicable law. When Client authorizes a payment using a Payment Method
via the Site, Client represents, warrants, and covenants that there are sufficient funds or credit
available to complete the payment using the designated Payment Method. To the extent that any
amounts owed under this Agreement or the other Terms of Service cannot be collected from Client’s
Payment Method(s), Client is solely responsible for paying such amounts by other means.
7. NON-CIRCUMVENTION
You acknowledge and agree that a substantial portion of the compensation Elves and Errands, LLC.
receives for making the Site available to you is collected through the Service Fee described in
Section 6.1 (“Service Fee”). Elves and Errands, LLC. only receives this Service Fee when a Client
and a Bidder pay and receive payment through the Site. Therefore, for 12 months from the time you
identify or are identified by any party through the Site (the “Non-Circumvention Period”), you must
use the Site as your exclusive method to request, make, and receive all payments for work directly
or indirectly with that party or arising out of your relationship with that party (the “Elves and Errands,
LLC. Relationship”). You may opt-out of this obligation with respect to each Client-Bidder
relationship only if Client or prospective Client or Bidder pays Elves and Errands, LLC. for each such
relationship:
(a) an “Opt-Out Fee” computed to be the greater of the following amounts:
(i) $2,500; or
(ii) 10% of the cost to the Client of the services to be performed in the Elves and Errands, LLC.
Relationship during the Non-Circumvention Period, as estimated in good faith by the prospective
Client; or
(iii) all Service Fees that would be earned by Elves and Errands, LLC. from the Elves and Errands,
LLC. Relationship during the Non-Circumvention Period, computed based on the annualized amount
earned by Bidder from Client during the most recent normalized 8-week period, or during such
shorter period as data is available to Elves and Errands, LLC.; and
(b) interest at the rate of 18% per annum or the maximum rate permitted by applicable law,
whichever is less, calculated from the date Client first makes payment to the subject Bidder until the
date the Opt-Out Fee is paid.
To pay the Opt-Out Fee, you must request instructions by sending an email message
to optoutrequest@ee-hh.com
Except if you pay the Opt-Out Fee, you agree not to circumvent the Payment Methods offered by the
Site. By way of illustration and not in limitation of the foregoing, you must not:
Submit proposals or solicit parties identified through the Site to contact, hire, work with, or
pay outside the Site.
Accept proposals or solicit parties identified through the Site to contact, deliver services,
invoice, or receive payment outside the Site.
Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment amount
lower than that actually agreed between Users.
You agree to notify Elves and Errands, LLC. immediately if another person improperly contacts you
or suggests making or receiving payments outside of the Site. If you are aware of a breach or
potential breach of this non-circumvention agreement, please submit a confidential report to Elves
and Errands, LLC. by sending an email message to: violation_reports@ee-hh.com
If you refuse to accept any new version of the Terms of Service or elect not to comply with certain
conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to
cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue
working with on whatever terms you agree after you cease using the Site.
Elves and Errands, LLC. reserves the right to conduct sting operation checks to verify compliance.
8. SERVICE CONTRACT TERMS
Unless otherwise expressly agreed to in writing by both Users and Elves and Errands, LLC, the
default terms and conditions of the Service Contract that a Bidder enters directly with a Client when
the Bidder agrees to provide Bidder Services to the Client are as set forth in this Section 8. Users
may agree between them on any additional or different terms for their Service Contract as long as
such terms do not and do not purport to affect the rights or responsibilities of Elves and Errands,
LLC. or violate the Terms of Service. Elves and Errands, LLC. is not a party to any Service Contract
by or between Users.
Users agree that the terms concerning the Service Contract described on the Site, including Bidder
Fees, rates, hours, and milestones, form part of the Service Contract. Users agree to obtain the
consent of the other before making changes to the Service Contract If consent of the other party is
not first obtained, the other party may reject such changes by terminating the Service Contract (see
Section 8.5) or accept such changes by continuing to work on the Service Contract.
8.1 SERVICES
Bidder will perform the Services in a professional and workmanlike manner and will timely deliver
any agreed upon Work Product. The manner and means of performing the Services will be
determined and controlled solely by Bidder, which is engaged by Client as an independent
contractor.
8.2 RESPONSIBILITY FOR EMPLOYEES AND SUBCONTRACTORS
If a User subcontracts with or employs third parties to perform Bidder Services on behalf of the User
for any Engagement, the User represents and warrants that it does so as a legally recognized entity
or person and in compliance with all applicable laws and regulations. As used in this Agreement, the
term “Delegee” refers to any employee, independent contractor, or agent of a User, that the User
engages to perform any work on its behalf under a Service Contract. Regardless of whether a User
has Delegees, the User remains responsible for all services performed under the User’s Service
Contracts, including ensuring that the services comply with the Terms of Service (including
confidentiality and intellectual property obligations).
Bidder, Delegee, and Client acknowledge and agree that Delegees are not employees, independent
contractors or agents of Elves and Errands, LLC. or Client. Delegee, and Bidder represent, warrant,
and covenant that: (a) Bidder is solely responsible for all payments, obligations, wages, costs,
unemployment insurance, workers’ compensation insurance, contributions, and expenses of
Delegees; (b) neither Elves and Errands, LLC. nor Client has the right or power to supervise or
control Delegees; and (c) no Delegees of any Bidder or other User will have any claim under this
Agreement or the other Terms of Service for overtime pay, sick leave, holiday or vacation pay,
retirement benefits, worker’s compensation benefits, unemployment benefits, contributions, or any
other employee benefits of any kind from Elves and Errands, LLC. or Client.
With respect to Delegees, Elves and Errands, LLC. merely provides the platform for Bidders to
communicate and share information with Clients and, if they are Users, with Delegees. Delegee,
and Bidder understand and agree that the contract terms, pay rate, work hours, service dates and
working conditions will be established by the Agency, Bidder, and/or Client and not by Elves and
Errands, LLC.. Agency, Delegee, and Bidder acknowledge and agree that Delegees are not
employees or independent contractors of Elves and Errands, LLC., and further acknowledge and
agree that they will not be providing any services to Elves and Errands, LLC. (directly or indirectly)
while employed or engaged by the Bidder or another User.
Delegee, and Bidder acknowledge and agree that Elves and Errands, LLC. does not, in any way,
supervise, direct, or control Delegees; Elves and Errands, LLC. does not set Delegees’ contract
terms (including determining whether the contract will be set at an hourly or fixed fee), fees, rates,
work hours, work schedules, or location of work; Elves and Errands, LLC. will not provide Delegees
with training or any equipment, labor, or materials needed for a particular Service Contract; and
Elves and Errands, LLC. does not provide the premises at which the Delegees will perform the work.
8.3 CLIENT PAYMENTS AND BILLING
Client is considered to be billed immediately upon selecting any Bidder as the Project Winner and
must create and fund escrow for that project at that point. The Contract is not considered to be
formed, or to have any binding or enforceable power until the escrow is created and funded. Funding
of the Escrow signifies the commencement of a contractual relationship between the Client and the
Bidder and at that point is subject to and defined by the terms set forth in Section 8 of this
agreement.
8.4 DISPUTE RESOLUTION
With respect to disputes arising between Clients and Bidders, you agree to abide by the dispute
resolution provisions set forth in this section.
In case of disagreement regarding the scope and the quality of the work performed, either User
(Client or Bidder) has the right to ask Elves and Errands, LLC for dispute resolution services.
As the first step in dispute resolution, we ask that you attempt to work out the conflict between the
Client and the Bidder (Freelancer). This should be done in writing, through a private message chain.
When initiating the dispute, please clearly notify the other party that the following communication is
an attempt to settle a financial dispute and any information received may be shared with Elves and
Errands, LLC Dispute resolution services, should the agreement not be reached.
If your attempts to resolve the dispute on your own prove unsuccessful, please send an email,
requesting resolution to dispute@ee-hh.com, including the message chain that was generated while
attempting to resolve the disagreement on your own and any other materials or images that you
deem to be pertinent.
Elves and Errands, LLC Dispute Resolution department will consider the facts provided by both
sides and will make a decision based on this information at our discretion. We will issue a written
explanation for the basis of our decision and release the escrow funds (fully or partially) to the
winning party. The decision process is based on the amount of work that has actually been
completed as reflected by the information provided by both parties. For example, if you have posted
escrow for a contractor to perform work on your house, and the contractor never showed up, the
funds will be released back to you in their entirety. If some work has been perfumed, but is of such
compromised quality that it is of no benefit to you (i.e. a wall has been painted, but has gaps and
skips and will need to be re=painted to look normal), the funds will be released back to you in their
entirety. If some work has been performed and is of acceptable quality (i.e. you posted the escrow
for a contractor to paint your living room, and they only came in one day and end up painting one
wall and never came back), the funds will be released back to you, but a small portion may be paid
to the contractor, depending on the circumstances.
The services described above are offered to Elves and Errands, members at no cost.
If you disagree with Elves and Errands, LLC decision, you agree to treat the issue as a regular
monetary dispute between the two parties (the Client/Project poster and the Bidder/Contractor).
Elves and Errands, LLC is not a party to any of these disputes and offers resolution services only as
a favor to the members using the Elves and Errands site by presenting a third party unbiased
opinion.
If you are not satisfied with the outcome of the Elves and Errands dispute resolution (whether you
are the client or the freelancer/contractor) – or if your issue extends past the escrow release dispute
– for example, if the contractor or freelancer has caused damage to your property, or if the quality of
their work is so poor that it will require additional costs for you to move forward, you can seek
additional resolution services.
8.5 TERMINATION OF A SERVICE CONTRACT
Once a Client’s Payment Method has been charged to fund the escrow account for the Engagement,
absent a full refund to Client by Bidder, the Service Contract does not terminate until the Bidder
Services are completed. However, either Client or Bidder has the right to terminate a Fixed-Price
Contract at any time with the consent of the other party or in the event of a material breach. If a
Fixed-Price Contract is terminated, Client does not have the right to recover any payments already
released to Bidder from the escrow account for the Engagement.
8.6 INTELLECTUAL PROPERTY RIGHTS
CERTAIN DEFINED TERMS
The following capitalized terms have the following meanings:
“Background Technology” means all Inventions developed by Bidder other than in the course of
providing Bidder Services to Client under the Service Contract and all Inventions that Bidder
incorporates into Work Product.
“Client Materials” means requests, intellectual property, and any other information or materials that
Client provides to Bidder for Bidder to perform Bidder Services.
“Invention” means any ideas, concepts, information, materials, processes, data, programs, know-
how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable
works, and techniques and all Intellectual Property Rights therein.
BACKGROUND TECHNOLOGY
Bidder will disclose in the Engagement Terms any Background Technology which Bidder proposes
to incorporate into Work Product or upon which use or distribution of the Work Product will depend. If
Bidder discloses no Background Technology, Bidder warrants that it will not incorporate any
Background Technology into Work Product provided pursuant thereto. Bidder will separately provide,
with each delivery of Work Product to Client, a third-party bill of materials that identifies all
Background Technology and other third-party materials that have been incorporated into the Work
Product and provides, for each item of Background Technology identified, (a) the name and any
associated version number, (b) the applicable license or licensing terms, (c) whether the item has
been modified by Bidder, and (d) how the item has been incorporated into, is used by, or is relied
upon by the Work Product. Notwithstanding the foregoing, unless otherwise agreed in the
Engagement Terms, Bidder agrees that it will not incorporate into Work Product or otherwise deliver
to Client any software code for which the use or distribution of the code will create (or purport to
create) obligations for Client to grant any rights or immunities under Client intellectual property to a
third-party, including without limitation any obligation that the Work Product or Client software
combined with, derived from, or distributed with such Work Product (x) be disclosed or distributed in
source code form, (y) be licensed for the purpose of making derivative works, or (z) be
redistributable at no charge.
LICENSE TO BACKGROUND TECHNOLOGY
Upon Bidder’s receipt of full payment from Client for delivery of Work Product, Bidder hereby
automatically grants to Client a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and
worldwide right, with rights to sublicense through multiple levels of sublicensees, to reproduce, make
derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether
now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any
and all present or future rights in the Background Technology incorporated or used in Work Product
delivered for that payment. If payment is made only for partial delivery of Work Product, the grant
described herein applies only to the portion of Work Product delivered.
CLIENT MATERIALS
Client grants Bidder a limited, non-exclusive, revocable (at any time, at Client’s sole discretion) right
to use the Client Materials as necessary solely for the performance of the Bidder Services under the
applicable Service Contract. Client reserves all other rights and interest, including, without limitation,
all Intellectual Property Rights, in and to the Client Materials. Upon completion or termination of the
Service Contract, or upon Client’s written request, Bidder will immediately return all Client Materials
to Client and further agrees to destroy all copies of Client Materials and Deliverables (except for
Background Technology as permitted by the Service Contract) contained in or on Bidder’s premises,
systems, or any other equipment or location otherwise under Bidder’s control. Within ten days of
such request from Client, Bidder agrees to provide written certification to Client that Bidder has
returned or destroyed all Client Materials and Work Product as provided in this subsection.
OWNERSHIP OF WORK PRODUCT AND INTELLECTUAL PROPERTY
Upon Bidder’s receipt of full payment from Client, the Work Product, including without limitation all
Intellectual Property Rights in the Work Product, will be the sole and exclusive property of Client,
and Client will be deemed to be the author thereof. If Bidder has any Intellectual Property Rights to
the Work Product that are not owned by Client upon Bidder’s receipt of payment from Client, Bidder
hereby automatically irrevocably assigns to Client all right, title and interest worldwide in and to such
Intellectual Property Rights. Except as set forth above, Bidder retains no rights to use, and will not
challenge the validity of Client’s ownership in, such Intellectual Property Rights. Bidder hereby
waives any moral rights, rights of paternity, integrity, disclosure and withdrawal or inalienable rights
under applicable law in and to the Work Product. If payment is made only for partial delivery of Work
Product, the assignment described herein applies only to the portion of Work Product delivered.
LICENSE TO OR WAIVER OF OTHER RIGHTS
If Bidder has any right to the Work Product, including without limitation any Intellectual Property
Right, that cannot be assigned to Client by Bidder, Bidder hereby automatically, upon Bidder’s
receipt of full payment from Client, unconditionally and irrevocably grants to Client during the term of
such rights, an exclusive, even as to Bidder, irrevocable, perpetual, worldwide, fully-paid and royalty-
free license to such rights, with rights to sublicense through multiple levels of sublicensees, to
reproduce, make derivative works of, distribute, publicly perform and publicly display in any form or
medium, whether now known or later developed, make, use, sell, import, offer for sale and exercise
any and all such rights. If Bidder has any rights to such Work Product that cannot be assigned or
licensed, Bidder hereby automatically, upon Bidder’s receipt of payment from Client, unconditionally
and irrevocably waives the enforcement of such rights, and all claims and causes of action of any
kind against Client or related to Client’s customers, with respect to such rights, and will, at Client’s
request and expense, consent to and join in any action to enforce such rights. If payment is made
only for partial delivery of Work Product, the grant described herein applies only to the portion of
Work Product delivered.
ASSISTANCE
Bidder will assist Client in every way, including by signing any documents or instruments reasonably
required, both during and after the term of the Service Contract, to obtain and enforce Intellectual
Property Rights relating to Work Product in all countries. In the event Client is unable, after
reasonable effort, to secure Bidder’s signature on any document needed in connection with the
foregoing, Bidder hereby designates and appoints Client and its duly authorized officers and agents
as its agent and attorney in fact to act on its behalf to further the purposes of this Section with the
same legal force and effect as if executed by Bidder.
IMMUNITY
A disclosure of information will be immune from prosecution or civil action under the Defend Trade
Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.
8.7 WORKER CLASSIFICATION
Client is responsible and assumes all liability for determining whether Bidders are independent
contractors or employees and engaging them accordingly; Elves and Errands, LLC. disclaims any
liability for such determination or the related Engagement. The Terms of Service do not create a
partnership or agency relationship between Users. Bidder does not have authority to enter into
written or oral (whether implied or express) contracts on behalf of Elves and Errands, LLC.. For
Service Contracts classified as independent contractor relationships, Client may not require an
exclusive relationship. A Bidder classified as an independent contractor is free at all times to provide
Bidder Services to persons or businesses other than Client, including any competitor of Client.
When awarding a project, it is the Clients sole responsibility to determine if the specific project
requires the worker performing this project to be licensed, bonded and/or insured and to abide by the
state laws governing this relationship. Elves and Errands does not monitor or in any way govern the
work relationship between the Client and the Bidders in this respect, and disclaims any liability that
may arise from lack of licensure by the hired bidder.
9. RECORDS OF COMPLIANCE
Users will each (1) create and maintain records to document satisfaction of their respective
obligations under this Agreement; any Service Contract, including, without limitation, their respective
payment obligations and compliance with tax and employment laws; and any Elves and Errands,
LLC. agreements and (2) provide copies of such records to Elves and Errands, LLC. upon
request. Nothing in this subsection requires or will be construed as requiring Elves and Errands,
LLC. to supervise or monitor a User’s compliance with this Agreement, the other Terms of Service,
or a Service Contract.
10. RELATIONSHIP WITH ELVES AND ERRANDS, LLC.
Elves and Errands, LLC. is not a party to the dealings between Client and Bidder, including posts,
proposals, screening, selection, contracting, and performance of Bidder Services. Elves and
Errands, LLC. does not introduce Bidders to Clients or help Bidders find Engagements. Elves and
Errands, LLC. merely makes the Site Services available to enable Bidders to identify and determine
the suitability of Clients for themselves and to enable Clients to identify and determine the suitability
of Bidders for themselves. Elves and Errands, LLC. does not, in any way, supervise, direct, or
control Bidder or Bidder’s work. Elves and Errands, LLC. does not set Bidder’s work hours, work
schedules, or location of work, nor is Elves and Errands, LLC. involved in determining if the Bidder
Fees will be set at an hourly or fixed rate for a Service Contract. Elves and Errands, LLC. will not
provide Bidder with training or any equipment, labor, or materials needed for a particular Service
Contract. Elves and Errands, LLC. does not provide the premises at which the Bidder will perform
the work. Elves and Errands, LLC. makes no representations about, and does not guarantee the
quality, safety, or legality of, the Bidder Services; the truth or accuracy of Bidder’s listings on the
Site; the qualifications, background, or identities of Users; the ability of Bidders to deliver the Bidder
Services; the ability of Clients to pay for the Bidder Services; or that a Client or Bidder can or will
actually complete a transaction.
Elves and Errands, LLC. does not deduct any amount for withholding, unemployment, Social
Security, or other taxes for Client or Bidder, each of which is solely responsible for all tax returns and
payments required to be filed with or made to any federal, state, or local tax authority in any nation
with respect to Bidder’s performance, and Client’s acceptance, of Bidder Services.
Elves and Errands, LLC. is not required to and may not verify any feedback or information given to
us by Bidders or Clients, nor does Elves and Errands, LLC. perform background checks on Bidders
or Clients.
You hereby acknowledge and agree that Elves and Errands, LLC. may provide information on
the Site about a Bidder or Client, such as feedback, composite feedback, including a strength
or risk score, geographical location, or verification of identity or credentials. However, such
information is based solely on data that Bidders or Clients voluntarily submit to Elves and
Errands, LLC. and does not constitute and will not be construed as an introduction,
endorsement, or recommendation by Elves and Errands, LLC.; Elves and Errands, LLC.
provides such information solely for the convenience of Users.
11. THIRD-PARTY BENEFICIARY
Users appoint Elves and Errands, LLC. as a third-party beneficiary of their Service Contracts for
purposes of enforcing any obligations owed to, and any benefits conferred on, Elves and Errands,
LLC. hereunder. For example, Section 5.1(c) and Section 5.1(d) of this Agreement prohibit certain
terms in any Service Contract and Elves and Errands, LLC. is hereby made a third-party beneficiary
for purposes of enforcing such prohibitions. Users further agree that Elves and Errands, LLC. has
the right to take such actions with respect to their Accounts, including, without limitation, suspension,
termination, or legal actions, as we, in our sole discretion, deem necessary to enforce our rights as a
third-party beneficiary under the Service Contracts.
The Terms of Service and any Account registration will not be construed as creating or implying any
relationship of agency, franchise, partnership, or joint venture between Users and Elves and
Errands, LLC., except and solely to the extent expressly stated in this Agreement.
12. COMMUNICATIONS FROM YOU TO ELVES AND ERRANDS, LLC.
All notices to Elves and Errands, LLC. or our Affiliates intended to have a legal effect must be in
writing and delivered either (a) in person; (b) by a means evidenced by a delivery receipt, to the
following address: Attn: Legal, 14710 NE 396th St., Amboy, WA 98601; or (c) in writing via email
to administrative@ee-hh.com. All such notices are deemed effective upon receipt by Elves and
Errands, LLC.. Elves and Errands, LLC. does not accept service of any legal process by email or
mail; all such service should occur by hand delivery on Elves and Errands, LLC. or its registered
agent for service of process.
13. ELVES AND ERRANDS, LLC.’S ROLE
13.1 SERVICE CONTRACTS
You expressly acknowledge, agree, and understand that: (a) the Site is merely a venue where Users
may act as Clients and/or Bidders; (b) Elves and Errands, LLC. is not a party to any Service
Contracts between Clients and Bidders; (c) you are not an employee of Elves and Errands, LLC.,
and Elves and Errands, LLC. does not, in any way, supervise, direct, or control the Bidder or Bidder
Services; (d) Elves and Errands, LLC. will not have any liability or obligations under or related to
Service Contracts for any acts or omissions by you or other Users; (e) Elves and Errands, LLC. has
no control over Bidders or the Bidder Services offered or rendered by Bidders; and (f) Elves and
Errands, LLC. makes no representations as to the reliability, capability, or qualifications of any
Bidder or the quality, security, or legality of any Bidder Services, and Elves and Errands, LLC.
disclaims any and all liability relating thereto.
14. LICENSES AND THIRD-PARTY CONTENT
14.1 SITE LICENSE AND INTELLECTUAL PROPERTY RIGHTS
Subject to and conditioned on compliance with the Terms of Service, Elves and Errands, LLC. grants
you a limited license to access and, if you have created an Account, to use the Site for the purpose
of using the Site Services. You must not access (or attempt to access) the Site or Site Services by
any means other than the interface provided, and you will not use information from the Site or Site
Services for any purposes other than the purposes for which it was made available. You agree not
to use the Site or Site Services for offering any goods or services other than Bidder Services as
permitted by this Agreement. You must not sell, reproduce, distribute, modify, display, publicly
perform, prepare derivative works based on, repost, or otherwise use any content of the Site or Site
Services in any way for any public or commercial purpose without Elves and Errands, LLC.’s prior
written consent. You must not use any content of the Site or Site Services on any other website or
in a networked computer environment for any purpose except your own viewing without Elves and
Errands, LLC.’s prior written consent. You must not frame or link to the Site or Site Services except
as permitted in writing by Elves and Errands, LLC.. You must not attempt to reverse engineer,
modify, adapt, translate, prepare derivative works from, decompile, attempt to interfere with the
operation of, or otherwise attempt to derive source code from any part of the Site or Site Services
unless expressly permitted by applicable law. You will not access Site Services in order to build a
similar service or application, or publish any performance, or any benchmark test or analysis relating
to the Site Services. Elves and Errands, LLC. and our licensors retain all right, title, and interest in
and to all Intellectual Property Rights related in and to the Site and the Site Services. The Elves and
Errands, LLC. logos and names are trademarks of Elves and Errands, LLC. and may be registered
in certain jurisdictions. All other product names, company names, marks, logos, and symbols on the
Site or Site Services may be the trademarks of their respective owners. Except as expressly stated
in this Agreement, nothing in the Terms of Service confers any license under any of Elves and
Errands, LLC.’s or any third party’s Intellectual Property Rights, whether by estoppel, implication, or
otherwise.
14.2 USER CONTENT LICENSE
When you post User Content on the Site or through the Site Services or provide Elves and Errands,
LLC. with User Content, you represent and warrant that you have the right, power, and authority to
post that User Content and grant the licenses specified below. You further represent and warrant
that by posting or providing such User Content you will not violate third-party rights of any kind,
including, without limitation, any Intellectual Property Rights, rights of publicity, and privacy
rights. To the extent your User Content may be copyrightable, you represent, warrant, and covenant
that you are the owner of all the copyright rights to such User Content and that Elves and Errands,
LLC. may exercise the rights to your User Content granted under the Terms of Service without any
liability or obligation for any payment.
You retain all ownership rights in any User Content you post on Elves and Errands, LLC.. To the
extent permitted by applicable law, you also grant to Elves and Errands, LLC. and our successors
and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive,
worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate,
distribute, publicly perform, publicly display, and make derivative works of all such User Content and
your name, voice, and/or likeness as contained in your User Content, in whole or in part, and in any
form, media, or technology, whether now known or hereafter developed, for use in connection with
the Site and Elves and Errands, LLC.’s (and our successors’ and Affiliates’) business, including,
without limitation, for promoting and redistributing part or all of the Site (and derivative works thereof)
in any media formats and through any media channels. You also hereby grant each User a non-
exclusive license to access your User Content through the Site and to use, reproduce, distribute,
display, and perform such User Content to the extent permitted through the normal functionality of
the Site and subject to all applicable confidentiality and other provisions of this Agreement, our
Privacy Policy, and applicable law.
Notwithstanding the foregoing paragraph, Elves and Errands, LLC. will only use or disclose User
Content you post to any non-public area of the Site to the extent necessary to provide Site Services
to you as further described in our Privacy Policy.
The licenses to User Content granted by you in this Agreement will terminate within a commercially
reasonable time after you remove or delete your User Content from the Site, except that you grant
Elves and Errands, LLC. and our successors and Affiliates the irrevocable and perpetual license to
retain and use, but not publicly display or distribute, server or archival copies of all User Content that
you have removed or deleted to the extent permitted by applicable law.
You may submit comments or ideas about the Site and Site Services, including without limitation
about how to improve the Site or Site Services (collectively, “Ideas”). By submitting any Ideas, you
agree that: (a) your disclosure is voluntary, gratuitous, unsolicited, and without restriction and will not
place Elves and Errands, LLC. under any fiduciary or other obligation, (b) your Ideas do not contain
the confidential or proprietary information of third parties, and (c) we are free to use the Ideas
without any additional compensation to you and to disclose the Ideas on a non-confidential basis or
otherwise to anyone. You further acknowledge and agree that, by acceptance of your submission,
Elves and Errands, LLC. does not waive any rights to use similar or related ideas known or
developed by Elves and Errands, LLC. or obtained from sources other than you.
14.3 UNAUTHORIZED ACCESS AND USE; SITE INTERFERENCE; MALICIOUS SOFTWARE
The Site contains robot exclusion headers. You agree that you will not use any robot, spider,
scraper, or other automated means to access the Site for any purpose without our express written
permission. You will not access the audiovisual content available on the Site for any purpose or in
any manner other than streaming. You agree that you will not: (a) take any action that imposes or
we believe may impose (in our sole discretion) an unreasonable or disproportionately large load on
the Site’s infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or
publicly display any content (other than content you have submitted to the Site) from the Site, any
software code that is part of the Site, or any services that are offered on the Site without the prior
express written permission of Elves and Errands, LLC. and the appropriate third party, as applicable;
(c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on
the Site; (d) bypass any measures we may use to prevent or restrict access to the Site or any
subparts of the Site, including, without limitation, features that prevent or restrict use or copying of
any content or enforce limitations on use of the Site or the content therein; (e) transmit spam, chain
letters, or other unsolicited communications; (f) attempt to interfere with or compromise the system
integrity or security or decipher any transmissions to or from the servers running the Site; (g) collect
or harvest any personally identifiable information, including Account names, from the Site; (h) access
any content on the Site through any technology or means other than those provided or authorized by
the Site; or (i) directly or indirectly, advertise or promote another website, product, or service or
solicit other Users for other websites, products, or services.
Additionally, you agree that you will not post or introduce any invalid data, virus, worm, or other
harmful or malicious software code, agent, hidden procedure, routine, or mechanism through or to
the Site or the Site software that is designed to cause to cease functioning, disrupt, disable, harm, or
otherwise impair in any manner, including aesthetic disruptions or distortions, the operation of (or to
allow you or any other person to access or damage or corrupt data, storage media, programs,
equipment, or communications or otherwise interfere with operations of or on) the Site or any other
software, firmware, hardware, computer system, or network of Elves and Errands, LLC. or any third
party
14.4 THIRD-PARTY VERIFICATION
The Site makes available various services provided by third parties to verify a User’s credentials and
provide other information. Any information or content expressed or made available by these third
parties or any other Users is that of the respective author(s) or distributor(s) and not of Elves and
Errands, LLC.. Elves and Errands, LLC. neither endorses nor is responsible for the accuracy or
reliability of any opinion, advice, information, or statement made on the Site by anyone other than
Elves and Errands, LLC.’s authorized employees acting in their official capacities.
14.5 LINKS AND APPLICATIONS
The Site may contain links to third-party websites. The Site may also contain applications that allow
you to access third-party websites via the Site. Such third-party websites are owned and operated
by the third parties and/or their licensors. Your access and use of third-party websites, including
online communication services, such as chat, email, and calls will be governed by the terms and
policies of the applicable third-party websites. You acknowledge and agree that Elves and Errands,
LLC. is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the
content, advertising, or products on or available from third-party websites. You are responsible for
deciding if you want to access third-party websites by clicking on a link or installing an
application. The inclusion of any link or application on the Site does not imply that we endorse the
linked site or application. You use the links and third-party websites at your own risk and agree that
your use of an application or third-party website via the Site is on an “as is” and “as available” basis
without any warranty for any purpose.
14.6 MOBILE AND OTHER DEVICES
When using our mobile applications, please be aware that your carrier’s normal rates and fees, such
as text messaging and data charges, will still apply. Our mobile applications may not contain the
same functionality available on the Site.
14.7 SITE UPDATES
We may from time to time in our sole discretion develop and provide Site Services updates, which
may include upgrades, bug fixes, patches, and other error corrections and/or new features
(collectively, including related documentation, “Updates”). Updates may also modify or delete in
their entirety certain features and functionality. You agree that we do not have any obligation to
provide any Updates or to continue to provide or enable any particular features or functionality. You
will promptly download and install all Updates and acknowledge and agree that Site Services or
portions thereof may not work properly should you fail to do so. You further agree that all Updates
will be subject to the terms of the Terms of Service, unless otherwise provided in terms associated
with such Update. Elves and Errands, LLC. reserves the right, at any time, to modify, suspend, or
discontinue Site Services or any part thereof without notice. You agree Elves and Errands, LLC. will
not be liable to you or any third party for any modification, suspension, or discontinuance of Site
Services or any part thereof.
15. CONFIDENTIAL INFORMATION
15.1 CONFIDENTIALITY
To the extent a Client or Bidder provides Confidential Information to the other, the recipient will
protect the secrecy of the discloser’s Confidential Information with the same degree of care as it
uses to protect its own Confidential Information, but in no event with less than due care, and will: (a)
not disclose or permit others to disclose another’s Confidential Information to anyone without first
obtaining the express written consent of the owner of the Confidential Information; (b) not use or
permit the use of another’s Confidential Information, except as necessary for the performance of
Bidder Services (including, without limitation, the storage or transmission of Confidential Information
on or through the Site for use by Bidder); and (c) limit access to another’s Confidential Information to
its personnel who need to know such information for the performance of Bidder Services. A
disclosure of information will be immune from prosecution or civil action under the Defend Trade
Secrets Act, 18 U.S.C. section 1832, if it: (A) is made (i) in confidence to a Federal, State, or local
government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of
reporting or investigating a suspected violation of law; or (B) is made in a complaint or other
document filed in a lawsuit or other proceeding, if such filing is made under seal.
15.2 RETURN
If and when Confidential Information is no longer needed for the performance of the Bidder Services
for a Services Contract or at Client’s or Bidder’s written request (which may be made at any time at
Client’s or Bidder’s sole discretion), the party that received Confidential Information, will, at its
expense, promptly destroy or return the disclosing party’s Confidential Information and any copies
thereof contained in or on its premises, systems, or any other equipment otherwise under its
control. The party that received Confidential Information agrees to provide written certification to the
party disclosing the Confidential Information of compliance with this subsection within ten days after
the receipt of disclosing party’s written request for such certification.
15.3 PUBLICATION
Without limiting Section 15.1 (Confidentiality), Client, Bidder, and Elves and Errands, LLC. will not
publish, or cause to be published, any other party’s Confidential Information or Work Product, except
as may be necessary for performance of Bidder Services for a Services Contract.
16. WARRANTY DISCLAIMER
YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE
SITE OR THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE
PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. ELVES AND ERRANDS, LLC. MAKES
NO EXPRESS REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SITE, THE SITE
SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS RELATED TO THIS
AGREEMENT OR THE OTHE TERMS OF SERVICE. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, ELVES AND ERRANDS, LLC. DISCLAIMS ALL EXPRESS AND IMPLIED
CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO,
THE WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR
ALL OF THE FOREGOING LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR
ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SECTION 20 (TERM AND
TERMINATION) STATES USER’S SOLE AND EXCLUSIVE REMEDY AGAINST ELVES AND
ERRANDS, LLC. WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES, OR
DISSATISFACTION.
17. LIMITATION OF LIABILITY
Elves and Errands, LLC. is not liable, and you agree not to hold us responsible, for any damages or
losses arising out of or in connection with the Terms of Service, including, but not limited to:
your use of or your inability to use our Site or Site Services;
delays or disruptions in our Site or Site Services;
viruses or other malicious software obtained by accessing, or linking to, our Site or Site
Services;
glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services;
damage to your hardware device from the use of the Site or Site Services;
the content, actions, or inactions of third parties’ use of the Site or Site Services;
a suspension or other action taken with respect to your account;
your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings,
recommendations, and feedback (including their content, order, and display), or metrics
found on, used on, or made available through the Site; and
your need to modify practices, content, or behavior or your loss of or inability to do
business, as a result of changes to the Terms of Service.
ADDITIONALLY, IN NO EVENT WILL ELVES AND ERRANDS, LLC., OUR AFFILIATES, OUR
LICENSORS, OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL,
CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR
DAMAGES, INCLUDING, BUT NOT LIMITED TO, LITIGATION COSTS, INSTALLATION AND
REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION, PROFIT, OR BUSINESS
OPPORTUNITIES. THE LIABILITY OF ELVES AND ERRANDS, LLC., OUR AFFILIATES, OUR
LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF
SERVICE WILL NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY
ELVES AND ERRANDS, LLC. WITH RESPECT TO SERVICE CONTRACTS ON WHICH USER
WAS INVOLVED AS CLIENT OR BIDDER DURING THE SIX-MONTH PERIOD PRECEDING THE
DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY TO ANY LIABILITY, ARISING FROM
ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES
PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND
JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND
LIMITATIONS, SO TO THAT EXTENT, SOME OR ALL OF THESE LIMITATIONS AND
EXCLUSIONS MAY NOT APPLY TO YOU.
18. RELEASE
In addition to the recognition that Elves and Errands, LLC. is not a party to any contract between
Users, you hereby release Elves and Errands, LLC., our Affiliates, and our respective officers,
directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages
(actual and consequential) of every kind and nature, known and unknown, arising out of or in any
way connected with any dispute you have with another User, whether it be at law or in equity. This
release includes, for example and without limitation, any disputes regarding the performance,
functions, and quality of the Bidder Services provided to Client by a Bidder and requests for refunds
based upon disputes. Procedures regarding the handling of certain disputes between Users are
discussed in subsection 8.4 (Dispute Resolution).
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA
CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE
JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS
WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
This release will not apply to a claim that Elves and Errands, LLC. failed to meet our obligations
under the Terms of Service.
19. INDEMNIFICATION
You will indemnify, defend, and hold harmless Elves and Errands, LLC., our Affiliates, and our
respective directors, officers, employees, representatives, and agents (each an “Indemnified
Party”) from any and all claims, damages, liabilities, costs, losses, and expenses (including, but not
limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to
any claim, suit, proceeding, demand, or action brought by you or a third party or other User against
an Indemnified Party relating to: (a) use of the Site and the Site Services by you or your agents,
including any payment obligations incurred through use of the Site Services; (b) any Service
Contract entered into by you or your agents, including, but not limited to, the classification of a
Bidder as an independent contractor; the classification of Elves and Errands, LLC. as an employer or
joint employer of Bidder; any employment-related claims, such as those relating to employment
termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages
or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits,
worker’s compensation benefits, unemployment benefits, or any other employee benefits; (c) failure
to comply with the Terms of Service by you or your agents; (d) failure to comply with applicable law
by you or your agents; (e) negligence, willful misconduct, or fraud by you or your agents; and (f)
defamation, libel, violation of privacy rights, unfair competition, or infringement of Intellectual
Property Rights or allegations thereof to the extent caused by you or your agents.
20. AGREEMENT TERM AND TERMINATION
The Terms of Service as amended from time to time, will become effective on the later of the
Effective Date or your first visit to the Site and will remain in effect for the duration of your use of the
Site or Site Services. Unless both you and Elves and Errands, LLC. expressly agree otherwise in
writing, either of us may terminate this Agreement in our sole discretion, at any time, without
explanation, upon written notice to the other, which will result in the termination of the other Terms of
Service as well, except as otherwise provided herein. You may provide written notice
to administrative@ee-hh.com . In the event you properly terminate this Agreement, your right to use
the Site is automatically revoked, and your Account will be closed; however, (a) if you have any open
Engagements when you terminate this Agreement, you will continue to be bound by this Agreement
and the other Terms of Service until all such Engagements have closed on the Site; (b) Elves and
Errands, LLC. will continue to perform those Site Services necessary to complete any open
Engagement or related transaction between you and another User; and (c) you will continue to be
obligated to pay any amounts accrued but unpaid as of the date of termination or as of the
completion of any open Engagements, whichever is later, to Elves and Errands, LLC. for any Site
Services and to any Bidders for any Bidder Services. Without limiting any other provisions of the
Terms of Service, the termination of this Agreement for any reason will not release you, any User
with whom you have entered into a Service Contract, or Elves and Errands, LLC. from any
obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of
any act or omission prior to such termination. Those portions of the Terms of Service necessary to
implement the foregoing survive termination of this Agreement for any reason.
Without limiting Elves and Errands, LLC.’s other rights or remedies, we may temporarily suspend,
indefinitely suspend, or permanently revoke your access to the Site and refuse to provide any or all
Site Services to you if: (i) you breach the letter or spirit of any terms and conditions of this
Agreement or other parts of the Terms of Service; (ii) we suspect or become aware that you have
provided false or misleading information to us; or (iii) we believe, in our sole discretion, that your
actions may cause legal liability for you, our Users, or Elves and Errands, LLC. or our Affiliates; may
be contrary to the interests of the Site or the User community; or may involve illicit activity. If your
Account is suspended or closed, you may not use the Site under the same Account or a different
Account or reregister under a new Account without Elves and Errands, LLC.’s prior written
consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim
available funds in that Account and/or use an available Payment Method to pay for any amounts
owed by you to the extent permitted by applicable law.
Without limiting Elves and Errands, LLC.’s other rights or remedies, if you engage in actions or
activities that circumvent the Site or otherwise reduce fees owed Elves and Errands, LLC. or our
Affiliates under the Terms of Service, you must pay Elves and Errands, LLC., and you authorize
Elves and Errands, LLC. or its Affiliate to charge you, for all fees owed to Elves and Errands, LLC.
and our Affiliates and reimburse Elves and Errands, LLC. for the Opt-Out Fee, if applicable, all
losses and costs (including any and all time of Elves and Errands, LLC.’s employees) and
reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting
such fees. In addition, violations of the Terms of Service may be prosecuted to the fullest extent of
the law and may result in additional penalties and sanctions.
If your Account is closed for any reason, you will no longer have access to data, messages, files,
and other material you keep on the Site. If practicable or required by law, Elves and Errands, LLC.
will retain this information along with all your previous posts and proposals for a period of up to five
years from the date of closure. However, you understand that any closure of your Account may
involve deletion of any content stored in your Account for which Elves and Errands, LLC. will have
no liability whatsoever.
20.1 ENFORCEMENT OF AGREEMENT
Elves and Errands, LLC. has the right, but not the obligation, to suspend or revoke your access to
the Site and Site Services if we believe that you have violated or acted inconsistently with the letter
or spirit of this Agreement or the Terms of Service or violated our rights or those of another
party. Without limiting Elves and Errands, LLC.’s other rights or remedies, we may suspend or close
your Account, use self-help in connection with our rights to reclaim funds, and refuse to provide any
further access to the Site or the Services to you if (a) you breach any terms and conditions of this
Agreement or other Terms of Service; (b) we are unable to verify or authenticate any information you
provide to us; or (c) we believe that your actions may cause legal liability for you, other Users, or
Elves and Errands, LLC..
20.2 CONSEQUENCES OF AGREEMENT TERMINATION
Termination of this Agreement and/or closing of your Account will not relieve Client of the
requirement to pay for Bidder Services performed prior to the Effective Date of the termination or
thereafter for any Service Contracts executed before termination of this Agreement, which fees and
expenses, together with any applicable taxes, Client hereby authorizes Elves and Errands, LLC. to
charge to its Payment Method pursuant to Section 6 (Payment Terms). Subject to the applicable
Dispute Resolution Policies, Elves and Errands, LLC. will pay Bidder, in accordance with the
provisions of Section 6 (Payment Terms) for all time recorded in the Time Logs incurred prior to the
Effective Date of the termination or thereafter for any Service Contracts executed before termination
of this Agreement.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless
we believe, in our sole judgment, that giving notice may cause damage. You acknowledge and
agree that the value, reputation, and goodwill of the Site depend on transparency of User’s Account
status to all Users, including both yourself and other Users who have entered into Service Contracts
with you. You therefore agree as follows: IF ELVES AND ERRANDS, LLC. DECIDES TO
SUSPEND OR CLOSE YOUR ACCOUNT, ELVES AND ERRANDS, LLC. HAS THE RIGHT BUT
NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO
SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR CLOSED
ACCOUNT STATUS, AND (B) PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS
FOR YOUR ACCOUNT SUSPENSION OR CLOSURE.
20.3 SURVIVAL
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that
expressly or by their nature contemplate performance after the Agreement terminates or expires will
survive and continue in full force and effect. For example, the provisions protecting Confidential
Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-
circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of
liability each, by their nature, contemplate performance or observance after this Agreement
terminates.
21. CANCELLATIONS, REFUNDS, AND DISPUTES
21.1 DISPUTE PROCESS AND SCOPE
For disputes arising between Clients and Bidders, you agree to abide by the dispute process that is
explained in the Escrow Instructions that apply to your particular Service Contract.
If a dispute arises between you and Elves and Errands, LLC. or our Affiliates, our goal is to resolve
the dispute quickly and cost-effectively. Accordingly, you, Elves and Errands, LLC., and our
Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this
Agreement, the other Terms of Service, your relationship with Elves and Errands, LLC. (including
any claimed employment with Elves and Errands, LLC. or one of its Affiliates or successors), the
termination of your relationship with Elves and Errands, LLC., or the Site Services (each, a “Claim”)
in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to,
all claims, disputes, or controversies arising out of or relating to the Terms of Service, any Service
Contract, escrow payments or agreements, any payments or monies you claim are due to you from
Elves and Errands, LLC. or its Affiliates or successors, trade secrets, unfair competition, false
advertising, consumer protection, privacy, compensation, classification, minimum wage, seating,
expense reimbursement, overtime, breaks and rest periods, termination, discrimination or
harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil
Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family
Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for
claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by
the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care
Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same
or similar subject matters, and all other federal or state legal claims arising out of or relating to your
relationship with Elves and Errands, LLC. or the termination of that relationship. Only with respect to
the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute
arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection
Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision.
You agree that any Claim must be resolved as described in the subsections below titled “Informal
Dispute Resolution” and “Mandatory Binding Arbitration and Class Action/Jury Trial Waiver.”
21.2 CHOICE OF LAW
This Agreement, the other Terms of Service, and any Claim will be governed by and construed in
accordance with the laws of the State of Delaware, without regard to its conflict of law provisions and
excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG);
provided, however, that any Claims made by any Bidder located within the United States will be
governed by the law of the state in which such Bidder resides.
21.3 INFORMAL DISPUTE RESOLUTION
Before serving a demand for arbitration of a Claim, you agree to first notify Elves and Errands, LLC.
of the Claim at Attn: Legal, 14710 NE 396th St., Amboy, WA 98601 or by email to administrative@ee-
hh.com, and Elves and Errands, LLC. agrees to provide to you a notice at your email address on file
(in each case, a “Notice”) and seek informal resolution of the Claim. Any Notice from you must
include your name, pertinent account information, a brief description of the Claim, and your contact
information, so that we may evaluate the Claim and attempt to informally resolve the Claim. Any
Notice from Elves and Errands, LLC. must include pertinent account information, a brief description
of the Claim, and Elves and Errands, LLC.’s contact information, so that you may evaluate the Claim
and attempt to informally resolve the Claim. Both you and Elves and Errands, LLC. will have 60
days from the date of the receipt of the Notice to informally resolve the other party’s Claim, which, if
successful, will avoid the need for further action.
21.4 MANDATORY BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER
This Mandatory Binding Arbitration and Class Action/Jury Trial Waiver provision (“Arbitration
Provision”) applies to all Users. In the unlikely event the parties are unable to resolve a Claim within
60 days of the receipt of the applicable Notice, you, Elves and Errands, LLC., and our Affiliates
agree to resolve the Claim by binding arbitration before an arbitrator
1. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION
Arbitration as provided in this Mandatory Binding Arbitration and Class Action/Jury Trial Waiver
provision (“Arbitration Provision”) is governed by the United States Federal Arbitration Act (9
U.S.C. §§ 1 et seq.). This Arbitration Provision applies to any Claim the parties may have and
survives after your relationship with Elves and Errands, LLC. ends. This Arbitration Provision is
intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or
before a forum other than arbitration. If for any reason JAMS will not administer the arbitration,
either party may apply to a court of competent jurisdiction with authority over the location where the
arbitration will be conducted for appointment of a neutral arbitrator.
Except as otherwise provided herein, arbitration will be conducted in the state of Washington.
You and Elves and Errands, LLC. will follow the applicable rules with respect to arbitration fees. The
arbitrator must follow applicable law and may award only those remedies that would have applied
had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any
court having jurisdiction.
This Arbitration Provision does not apply to litigation between the Company and you to which you
are a party that is or was already pending in a state or federal court before the expiration of your opt-
out period. This Arbitration Provision also does not apply to claims for workers compensation, state
disability insurance or unemployment insurance benefits. Either you or Elves and Errands, LLC.
may apply to a court of competent jurisdiction for provisional injunctive relief in connection with an
arbitrable controversy, but only upon the ground that the award to which that party may be entitled
may be rendered ineffectual without such relief; the arbitrator will render the final judgment in the
matter.
Regardless of any other terms of this Arbitration Provision, a claim may be brought by or to, and
remedies awarded by, an administrative agency if applicable law permits the agency to adjudicate,
investigate or prosecute the claim notwithstanding the existence of this agreement to arbitrate. Such
administrative claims include without limitation claims or charges brought before the U.S. Equal
Employment Opportunity Commission, the U.S. Department of Labor, or the National Labor
Relations Board. Nothing in this Arbitration Provision will be deemed to preclude or excuse a party
from bringing an administrative claim before any agency in order to fulfill the party’s obligation to
exhaust administrative remedies before making a claim in arbitration, if any.
1. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION
This Arbitration Provision is the full and complete agreement relating to the formal resolution of
Claims. For the avoidance of doubt, this Arbitration Provision covers, and the arbitrator shall have
exclusive jurisdiction to decide, all disputes arising out of or relating to the interpretation,
enforcement, or application of this Arbitration Provision, including the enforceability, revocability,
scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such
matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the
arbitrator and not a court will decide any question of whether the parties agreed to arbitrate,
including but not limited to any claim that all or part of this Agreement or any other part of the Terms
of Service is void or voidable.
In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this
Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C,
below, of this Arbitration Provision is deemed to be unenforceable, you and Elves and Errands, LLC.
agree that this Arbitration Provision will be enforced to the fullest extent permitted by law.
1. CLASS ACTION AND JURY TRIAL WAIVER
This arbitration provision affects your ability to participate in class, collective or
representative actions. Both you and Elves and Errands, LLC. agree to bring any dispute in
arbitration on an individual basis only, and not on a class, collective, or representative basis
on behalf of others. There will be no right or authority for any dispute to be brought, heard or
arbitrated as a class, collective, representative or private attorney general action, or as a
member in any such class, collective, representative or private attorney general proceeding
(“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a
Claim in arbitration as a private attorney general solely on your own behalf and not on behalf
of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules,
the arbitrator will have authority to hear any Claim on a class, collective, or representative
basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such
class, collective, or representative Claim is unenforceable. You and Elves and Errands, LLC.
agree that you will not be retaliated against, disciplined or threatened with discipline as a
result of exercising any rights under Section 7 of the National Labor Relations Act by filing or
participating in a class, collective or representative action in any forum. However, Elves and
Errands, LLC. may lawfully seek enforcement of this arbitration provision and the Class
Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective
or representative actions or claims.
1. RIGHT TO OPT OUT OF ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of
this Agreement by notifying Elves and Errands, LLC. in writing within 30 days of the date you
first registered for the Site. To opt out, you must send a written notification to Elves and Errands,
LLC. at Attn: Legal, 14710 NE 396th St., Amboy, WA 98601 that includes (a) your account username,
(b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear
statement indicating that you do not wish to resolve claims through arbitration and demonstrating
compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial
waiver provisions. Alternatively or in addition, you may send this written notification
to administrative@ee-hh.com.
22. GENERAL
22.1 ENTIRE AGREEMENT
This Agreement, together with the other Terms of Service, sets forth the entire agreement and
understanding between you and Elves and Errands, LLC. relating to the subject matter hereof and
thereof and cancels and supersedes any prior or contemporaneous discussions, agreements,
representations, warranties, and other communications between you and us, written or oral, to the
extent they relate in any way to the subject matter hereof and thereof. The section headings in the
Terms of Service are included for ease of reference only and have no binding effect. Even though
Elves and Errands, LLC. drafted the Terms of Service, you represent that you had ample time to
review and decide whether to agree to the Terms of Service. If an ambiguity or question of intent or
interpretation of the Terms of Service arises, no presumption or burden of proof will arise favoring or
disfavoring you or Elves and Errands, LLC. because of the authorship of any provision of the Terms
of Service.
22.2 SIDE AGREEMENTS
Notwithstanding subsection 22.1 (Entire Agreement), Clients and Bidders may enter into any
supplemental or other written agreements that they deem appropriate (e.g., confidentiality
agreements, invention assignment agreements, assignment of rights, etc.). The terms and
conditions of the Terms of Service, however, will govern and supersede any term or condition in a
side agreement that purports to expand Elves and Errands, LLC.’s obligations or restrict Elves and
Errands, LLC.’s rights under the Terms of Service.
22.3 COMPLIANCE
User will not violate any applicable foreign, federal, state, or local laws or third-party rights on or
related to the Site. Without limiting the generality of the foregoing, User agrees to comply with all
applicable laws and regulations, including, but not limited to, import and export control laws and third
parties’ Intellectual Property Rights.
22.4 MODIFICATIONS
No modification or amendment to the Terms of Service will be binding upon Elves and Errands, LLC.
unless in a written instrument signed by a duly authorized representative of Elves and Errands,
LLC.. For the purposes of this subsection, a written instrument will expressly exclude electronic
communications, such as email and electronic notices, but will include facsimiles. This Section 22.4
(Modifications) does not apply to amendments to the Terms of Service posted by Elves and Errands,
LLC. to the Site from time to time.
22.5 NO WAIVER
The failure or delay of either party to exercise or enforce any right or claim does not constitute a
waiver of such right or claim and will in no way affect that party’s right to later enforce or exercise it,
unless such party issues an express written waiver, signed by a duly authorized representative of
such party.
22.6 ASSIGNABILITY
User may not assign the Terms of Service, or any of its rights or obligations hereunder, without
Elves and Errands, LLC.’s prior written consent in the form of a written instrument signed by a duly
authorized representative of Elves and Errands, LLC. (and, for the purposes of this subsection, a
written instrument will expressly exclude electronic communications such as email and electronic
notices, but will include facsimiles). Elves and Errands, LLC. may freely assign this Agreement or
the other Terms of Service without User’s consent. Any attempted assignment or transfer in
violation of this subsection will be null and void. Subject to the foregoing restrictions, the Terms of
Service will inure to the benefit of the successors and permitted assigns of the parties.
22.7 SEVERABILITY
If and to the extent any provision of this Agreement or the other Terms of Service is held illegal,
invalid, or unenforceable in whole or in part under applicable law, such provision or such portion
thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the
extent of its illegality, invalidity, or unenforceability and will be deemed modified to the extent
necessary to conform to applicable law so as to give the maximum effect to the intent of the
parties. The illegality, invalidity, or unenforceability of such provision in that jurisdiction will not in
any way affect the legality, validity, or enforceability of such provision in any other jurisdiction or of
any other provision in any jurisdiction.
22.8 FORCE MAJEURE
The parties to this Agreement will not be responsible for the failure to perform or any delay in
performance of any obligation hereunder due to labor disturbances, accidents, fires, floods,
telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of
government, governmental requirements and regulations or restrictions imposed by law or any other
similar conditions beyond the reasonable control of such party. The time for performance of such
party will be extended by the period of such delay. Irrespective of any extension of time, if an event
of Force Majeure occurs and its effect continues for a period of 60 days, either the party may give to
the other a 30-day notice of termination. If, at the end of the 30 day period, the effect of the Force
Majeure continues, the Agreement and the other Terms of Service will terminate, except as provided
in Section 20.3.
23. DEFINITIONS
“Affiliate” means any entity that, directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with Elves and Errands, LLC..
“Client” means any authorized User utilizing the Site to seek and/or obtain Bidder Services from
another User. From time to time, Elves and Errands, LLC. may act as a Client, and the terms and
conditions of this Agreement applicable to Clients will apply to Elves and Errands, LLC. when Elves
and Errands, LLC. acts in this way.
“Client Deliverables” means requests, intellectual property, and any other information or materials
that a Bidder receives from a Client to perform Bidder Services.
“Confidential Information” means Client Deliverables, Bidder Deliverables, Work Product, and any
other information provided to, or created by, a User for a Service Contract or to perform or assist in
performing Bidder Services, regardless of whether in tangible, electronic, verbal, graphic, visual, or
other form. Confidential Information does not include material or information that: (a) is generally
known by third parties as a result of no act or omission of Bidder or Client; (b) subsequent to
disclosure hereunder, was lawfully received without restriction on disclosure from a third party
having the right to disseminate the information; (c) was already known by User prior to receiving it
from the other party and was not received from a third party in breach of that third party’s obligations
of confidentiality; or (d) was independently developed by User without use of another person’s
Confidential Information.
“Engagement” means an engagement for Bidder Services that a Bidder provides to a Client under a
Service Contract on the Site.
“Escrow Account” means Client Escrow Account, Bidder Escrow Account, or Fixed-Price Escrow
Account.
“Escrow Instructions” means the Fixed-Price Escrow Instructions or the Hourly, Bonus and
Expense Payment Agreement with Escrow Instructions.
“Fixed-Price Contract” means a Service Contract for which Client is charged a fixed fee agreed
between a Client and a Bidder, prior to the commencement of a Service Contract, for the completion
of all Bidder Services contracted by Client for such Service Contract.
“Bidder” means any authorized User utilizing the Site to advertise and provide Services to Clients.
“Bidder Deliverables” means requests, intellectual property, and any other information or materials
that a Client receives from a Bidder for a particular Service Contract.
“Bidder Fees” means: (a) for an Hourly Contract, an amount equal to the number of hours recorded
by Bidder in the Time Logs, multiplied by the hourly rate set by the Bidder; (b) for a Fixed-Price
Contract, the fixed fee agreed between a Client and a Bidder; and (c) any bonuses or other
payments made by a Client.
“Bidder Services” means all services performed for or delivered to Clients by Bidders.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral
rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights
and other intellectual property rights as may now exist or hereafter come into existence, and all
applications therefore and registrations, renewals and extensions thereof, under the laws of any
state, country, territory or other jurisdiction.
“Payment Method” means a valid credit card issued by a bank acceptable to Elves and Errands,
LLC., a bank account linked to your Account, a PayPal account, a debit card, or such other method
of payment as Elves and Errands, LLC. may accept from time to time in our sole discretion.
“Service Contract” means, as applicable, the contractual provisions between a Client and a Bidder
governing the Bidder Services to be performed by a Bidder for Client for an Engagement
Substantial Change” means a change to the terms of the Terms of Service that reduces your
rights or increases your responsibilities.
“Elves and Errands, LLC. Team Software” means the online platform accessed using Elves and
Errands, LLC.’s downloaded team software that enables time tracking and invoicing, chat, and
screenshot sharing with other Users.
“User Content” means any data, feedback, content, text, photographs, images, video, music, or
other information that you post to any part of the Site or provide to Elves and Errands, LLC..
“Work Product” means any tangible or intangible results or deliverables that Bidder agrees to create
for, or actually delivers to, Client as a result of performing the Bidder Services, including, but not
limited to, configurations, computer programs, or other information, or customized hardware, and
any intellectual property developed in connection therewith.
24. CONTACTING US
If you have questions or need assistance, please contact Customer Support At support@ee-hh.com
