PLEASE READ ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS INDEPENDENT CONTRACTOR AGREEMENT CAREFULLY. YOU ARE NOT AUTHORIZED TO ACCESS, INSTALL OR USE THE PLOWZ & MOWZ, INC. MOBILE APPLICATION UNLESS YOU AGREE TO ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS INDEPENDENT CONTRACTOR AGREEMENT, WHICH CONSTITUTES A BINDING LEGAL AGREEMENT BETWEEN YOU AND PLOWZ & MOWZ, INC. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A CORPORATION, LIMITED LIABILITY COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. BY ACCESSING, INSTALLING AND/OR USING THE PLOWZ & MOWZ, INC. MOBILE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS INDEPENDENT CONTRACTOR AGREEMENT IN ITS ENTIRETY AND AGREE TO ACCEPT AND COMPLY WITH ALL OF THE PROVISIONS, TERMS AND CONDITIONS CONTAINED HEREIN.
INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made by and between Plowz & Mowz, Inc., a Delaware corporation (“us”, “we” or “our”) and the individual, partnership, firm, corporation, limited liability company, association or other organization or enterprise accessing, installing or using the Plowz & Mowz mobile application (“you” or “your”).
- We own and run a mobile application known as “Plowz & Mowz”, which allows our customers to purchase on-demand and subscription landscaping, plowing, and other outdoor services (the “Services”);
- You are in the business of providing the public with the Services; and
- You are interested in performing the Services for our customers on the terms set out in this Agreement.
- Term. The term (the “Term”) of this Agreement commences on the date both we and you sign this Agreement and it will remain in effect until terminated: (i) by us, without prior notice, at any time for any or no reason or (ii) by you, upon written notice, at any time for any or no reason.
- Compensation. From time to time we may request you to perform the Services for a customer (a “Project”) and, on the next business day following completion of such Project, we will pay you the amount agreed upon prior to your performance of the Services. You are solely responsible for any travel or other costs or expenses incurred by you in connection with the performance of the Services, and in no event shall we reimburse you for any such costs or expenses. You acknowledge that you will receive an IRS Form 1099-MISC from us, and that you shall be solely responsible for all federal, state and local taxes related to amounts paid to you for your performance of the Services.
- Performance of the Services. We hereby engage you, and you hereby accept such engagement, as an independent contractor to provide the Services on the terms and conditions set forth in this Agreement. You shall furnish, at your own expense, all vehicles, equipment, supplies and other materials necessary to perform the Services. You hereby represent and warrant to the Company that (a) you have the right to enter into this Agreement and to perform fully all of your obligations in this Agreement, (b) your performance of the Services does not and will not conflict with or result in any breach or default under any other agreement to which you are subject, (c) you have the required skill, experience, and qualifications to perform the Services, (d) you shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services, (e) you shall devote sufficient resources to ensure that the Services are performed in a timely and reliable manner, and (f) you shall perform the Services in compliance with all applicable laws, rules and regulations.
- Confidentiality. Any information disclosed by us to you in connection with this Agreement will be deemed “Confidential Information”. Confidential Information includes, but is not limited to, any information regarding Plowz & Mowz or its customers. You agree to not disclose any Confidential Information to any third party. You covenant and agree to (i) protect and maintain the confidentiality of the Confidential Information in a manner no less stringent than you use to protect similar confidential information which you own, (ii) not disclose the Confidential Information to any person other than those persons who have a need-to-know in order to perform the Services; provided that we have given prior written approval to such disclosure, (iii) not use the Confidential Information for any purpose other than to perform the Services, (iv) take all commercially reasonable precautions to restrict access to the Confidential Information, and (v) promptly notify us in the event of any unauthorized disclosure or loss of, or inability to account for, Confidential Information.
- Non-solicitation. During the term of this Agreement, and for a period of twelve (12) months after the termination of this Agreement, you are not permitted to, for your own account or for the account of any other person or entity, (i) directly or indirectly, advise or solicit or encourage any of our customers to reduce their business with us or otherwise interfere with our relationship with our customers, (ii) offer to provide any of our customers with services that are similar to the Services, (iii) use our customer’s demographic and Confidential Information to solicit and provide quotes and/or transfer business to any competing entity, or (iv) employ, solicit, or induce the services of any person who is or has been an employee of ours. Further, you shall not directly or indirectly solicit, induce, or attempt to induce any employee or independent contractor of ours to terminate his or her employment or agreement with us.
Remedies. You agree that a breach of Sections 4 or 5 of this Agreement would cause us to suffer irreparable damage that could not be adequately remedied by an action at law. Accordingly, you agree that we shall have the right to seek equitable relief, including a temporary or permanent injunction or specific performance, as a remedy for any breach of Sections 4 or 5 of this Agreement, such right being in addition to all other rights and remedies available to us at law, in equity, or otherwise.
- Independent Contractor. You are an independent contractor, not an employee or representative of ours. We do not, and are not required to, provide any benefits to you such as workers’ compensation, insurance, or unemployment insurance. You must pay all of your own taxes and fees, such as FICA, income tax, unemployment insurance, disability insurance and workers’ compensation. This Agreement does not make you our partner, and you do not have any authority to take any action to the contrary. You are not permitted to make any public statements about us or on behalf of us about the Services. You understand that we use many different contractors to perform the Services, so this Agreement does not guaranty you any particular amount of income.
- Insurance. You must obtain insurance policies satisfactory to us, and maintain them during the Term. At a minimum you must carry (i) workers compensation, (ii) commercial auto insurance of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate and (iii) general liability insurance of not less than $1,000,000 per occurrence and $1,000,000 in the aggregate for any damage, death or any other claim to people and/or property. You must also maintain such other insurance as may be required by statute for your employees, contractors, and in relation to providing the Services. Each policy must name us as an additional insured, on a primary and non-contributory basis, including waiver of subrogation. You shall provide thirty (30) days prior written notice to us in the event of termination, cancellation or material change in any such policy. You must provide us with a certificate of insurance showing the above insurance coverage before beginning Services and upon our request within five (5) business days. You must have a copy of each certificate with you at all times while performing the Services. If, upon the termination of this Agreement or any time thereafter, you cease to be continuously insured under a “claims-made” policy of general liability insurance or commercial auto insurance that protects you and us against claims relating to your acts or omissions during the time period that you provided Services under this Agreement, you shall be responsible for purchasing an extended reporting endorsement (i.e., “tail” coverage) for said policy within the necessary period to secure such “tail” coverage. For purposes of this Section 8, the term “tail” coverage shall mean liability coverage which converts a previously existing “claims-made” liability policy to an “occurrence” policy in order to provide insurance protection for any liability exposure incurred during the term of the claims-made policy, regardless of when such claims are made.
- Indemnification. You will indemnify, defend and hold us harmless from and against any and all damages, losses, costs (including, without limitation, reasonable attorneys’ fees) actions, claims, demands, lawsuits, or other proceedings, which arise out of, or otherwise related to your (including, but not limited to, your employees, representatives or agents) acts or omissions, including but not limited to, your performance of the Services, your breach of any representation or warranty under this Agreement and your violation of any law applicable to the Services.
- Compliance with Laws. It is your sole responsibility to know and comply with all applicable Federal and State laws, codes and regulations. Prior to providing any Services, you must provide us with written notification if we are required to obtain any permits or licenses in connection with the Services, if applicable. You represent and warrant to us that you hold and maintain all federal, state and local licenses, permits and other permissions necessary to provide the Services to be performed under this Agreement.
- Disclaimer. We cannot, and do not, attest to the identity, character or trustworthiness of any of our customers, and we do not and shall not have any responsibility or liability to you arising from your interactions with any customer, including, but not limited to, any hazards you encounter on a customer’s premises or dangerous conditions that exist. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, WHETHER OR NOT WE HAVE BEEN ADVISED OF THEM IN ADVANCE, ARISING FROM OR RELATING TO THE SERVICES. THIS LIMITATION INCLUDES ALL CLAIMS UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER THEORY.
- No Assignment. You may not assign or transfer this Agreement.
- Amendments. This Agreement may only be altered by mutual written agreement executed by you and us.
- Notices. All notices, requests, demands and other communications required or permitted under this Agreement must be in writing and delivered in person, mailed by certified mail, faxed or e-mailed to the other party at the address contained below. Notices will be considered received on the date of delivery. Either party may change its address for receiving notice by giving written notice to the other party in accordance with this Section 14.
- General Provisions. This Agreement shall be governed by the laws of New York, regardless of conflicts of laws principles. All rights under this Agreement are cumulative with all other rights a party might have. Failure by us to exercise any remedy will not be considered a waiver of any rights. This Agreement is the entire agreement and understanding between you and us regarding the Services and replaces any prior understanding, including, but not limited to, any previous independent contractor agreement. You expressly agree that there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, expressed or implied, other than as set forth herein. If any provision in this Agreement is unenforceable, this Agreement will be construed as if such provision was not included and the remaining provisions shall remain in full force and effect. Each party consents to the exclusive jurisdiction of the Supreme Court of the State of New York (Onondaga County) or the U.S. District Court for the Northern District of New York, for the purpose of any proceeding brought in connection with this Agreement or the performance of the Services. , and each party waives the right to trial by jury.
- Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Facsimile copies hereof and facsimile signature heron shall have the same force and effect as originals. Portable Document Format (PDF) copies of the original signatures shall be considered to be originals.
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