My question involves independent contractors in the state of: California, USA
Hi, I would like to know whether or not a company may label itself as a "marketplace" while simultaneously claiming exclusivity for clients. This company specifies a buyout penalty if a customer decides to work directly with a freelancer outside the platform. While this sounds reasonable for any agency, I do wonder if the company ought not refer itself as an "agency." (What is a "Limited Agency"?) Can someone please clarify this for me? Are the Terms below legitimate in the USA?
Here is verbiage from their Terms document (edited to make it anonymous):
THE SITE INCLUDES AN ONLINE MARKETPLACE THROUGH WHICH FREELANCERS MAY OFFER [XYZ] SERVICES AND CUSTOMERS MAY BOOK SUCH SERVICES. YOU ACKNOWLEDGE AND AGREE THAT: (1) [COMPANY] IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN FREELANCERS AND CUSTOMERS, (2) [COMPANY] ONLY PROVIDES MATCHING AND PAYMENT PROCESSING SERVICES, (3) CUSTOMERS CONTRACT FOR SERVICES DIRECTLY WITH FREELANCERS (4) [COMPANY] IS NOT A BROKER, AGENT (EXCEPT AS EXPRESSLY SET FORTH BELOW) OR INSURER...
...As stated above, [this company] makes available a marketplace with related technology for Customers and Freelancers to arrange for the matching of a Customer with a Freelancer and booking of Services. [The company] itself does not provide any freelance services. [The company's] responsibilities are limited to: (i) facilitating the availability of the Site, and (ii) serving as the limited agent of each Freelancer for the purpose of accepting payments from a Customer on behalf of the Freelancer.
...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. You may opt-out of this obligation with respect to each Customer-Freelancer relationship only if Customer or prospective Customer or Freelancer pays the Company for each such relationship by paying an “Opt-Out Fee” of $5,000 USD.