INDEPENDENT CONTRACTOR TERMS AND CONDITIONS
The ABLEMKR application and website (the “Software Applications”) are owned and operated by Git Dev Applications LLC, a Wyoming limited liability company with principal offices in Sheridan, Wyoming (the “Company,” “we” or “us”). The Software Applications are offered to construction professionals (“Contractor” or “you”) conditioned on your acceptance without modification of the terms, provisions and notices set forth in these Terms and Conditions (the “Terms” or this “Agreement”).
Your use of the Software Applications constitutes your consent to and agreement with all such Terms. This is a binding legal agreement; please read these Terms carefully, and keep a copy of them for your reference.
Company engages Contractor to provide Company with construction and related site work services on behalf of Company’s general contractor customers (the “Services”). All Services under this Agreement shall be provided exclusively to and performed for the sole benefit of the Company’s general contractor customers. Contractor shall be compensated for his or her Services on an hourly basis, at the wage rate specified in each accepted project, payable weekly and no later than seven (7) days after the conclusion of Contractor’s work on each such job. Nothing in this Agreement shall be construed to require Company to offer to Contractor a minimum number of jobs.
Contractor shall perform the Services in accordance with the customer standards of quality for the types of services being performed.
- Independent Contractor Status.
Contractor is and shall be an independent contractor of Company. Nothing contained in these Terms shall be construed to create the relationship of employer and employee, principal and agent, or any fiduciary relationship between the parties. Contractor shall have no authority to act as agent for, or on behalf of, Company, to represent Company, or to bind Company. Contractor shall not be entitled to worker’s compensation, retirement, insurance or other benefits that may be available to employees of Company. In this regard, Contractor explicitly acknowledges, represents and agrees that:
(a) Non-Exclusive Engagement. Except as set forth in Section 1, your relationship with Company is non-exclusive. Contractor shall retain the right to provide the same or similar services to general contractors not affiliated with the Company and to his or her other customers or clients, provided that such work does not interfere with the fulfillment of Contractor’s obligations to Company under this Agreement on a timely basis.
(b) Permits, Licenses and Taxes. You are responsible for and currently possesses, or will timely obtain, all necessary licenses or permits (if any) to perform the Services for Company and its general contractor customers under this Agreement. Contractor shall comply with all applicable federal, state and local laws in performing the Services under this Agreement. No tax or FICA withholdings shall be made on behalf of Contractor from compensation paid under this Agreement, which shall be reported by the Company on IRS Form 1099. Contractor shall be responsible for Contractor’s own local, state and federal self-employment and income taxes, including if required estimated tax payments, and shall indemnify, defend and hold harmless Company from and against the same. Contractor hereby indemnifies and holds Company harmless against any damages or costs incurred by Sharp as a result of Contractor’s failure to properly pay any and all taxes dues and owing by Contractor as a result of Contractors activities hereunder. Company will not combine business operations with Contractor and Contractor shall remain at all times an independent contractor.
(c) Insurance and Benefits. You will not be entitled to any health insurance, unemployment compensation, disability insurance, workers’ compensation insurance benefits or other benefits not specified in this Agreement while providing, or on account of providing, Services to the Company’s general contractor customers, and hereby agrees not to make or file any claim to the contrary. You (i) knowingly and intentionally waive all rights to file any claims against the Company in the event an accident should occur while performing work for the Company’s general contractor customers pursuant to this Agreement, and (ii) shall cooperate with Company, if and as reasonably necessary, in connection with the submission of a workers’ compensation exemption certificate by Company in states requiring the filing of such certificate(s).
(d) Costs and Overhead. Except as may otherwise be provided in a written and executed addendum to this Agreement, you shall be solely responsible for your own costs, expenses and equipment, including for overhead, tools and transportation.
In this regard, you further acknowledge and agree that:
(f) Contractor shall be solely responsible for its acts while engaged in the performance of Services under this Agreement. You have the right to perform services for others during the term of this Agreement. Contractor shall receive no training from Company in the professional skills necessary to perform the Services. Contractor shall complete the services required hereunder according to its own lawful means and methods of work, which not be in the exclusive charge and control of contractor. Contractor is not required to devote full time to the performance of the Services required by this Agreement. Contactor warrants and represents that (i) Contractor is free from the control and direction of the Company in connection with performance of the work, both under this Agreement and in fact; (ii) Contractor performs work that is outside the usual course of the Company’s technology business; and (iii) Contractor is customarily engaged in an independently established trade, occupation or business of the same nature as that involved in work performed under this Agreement on behalf of Company’s general contractor customers.
(g) In performing the Services, Contractor will employ Contractor’s best technical procedures, skill, and judgment. Contractor possesses the requisite experience to complete the Services in a professional and timely manner in accordance with prevailing construction industry standards.
(h) Contractor shall have the right to determine (i) the specific hours of work, (ii) the schedule of work, and (iii) the sequence of work when providing the services performed hereunder, subject to the necessity to complete the services during a window of time provided by the Company’s General Contractor customers that will be the least disruptive to the operation of the customer’s business operations and will comply with the requirements and availability of the customers work.
(i) All Services rendered hereunder by Contractor shall conform with and be in full compliance with all applicable laws, rules, ordinances, and regulations adopted or required by federal, state, city, or town governmental agencies. Contractor shall indemnify and hold harmless the Company from any and all claims, loss, expenses, damage, or harm arising from Contractor’s failure to fully comply with applicable laws or regulations.
- Confidential Information; Non-Disclosure.
Contractor agrees at all times during the term of this engagement and thereafter to hold in strictest confidence, and not to use, except for the benefit of the Company, or to disclose without written authorization of the Company, any Confidential Information. “Confidential Information” means proprietary information, trade secrets or know-how, including but not limited to research, product or marketing plans, social media campaigns and techniques, customer lists and customers (including, without limitation, clients of the Company with whom Contractor became acquainted during the term of this engagement), finances or other business information about the Company, its clients, managed brands and social media strategies, made available to Contractor, including in electronic and oral form, by Company. Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Contactor. On termination or expiration of this Agreement, any Confidential Information in Contactor’s possession shall promptly be returned to Company and Contractor shall confirm deletion of all electronic copies of such Confidential Information from his or her digital devices and cloud storage services.
- Conflicting Engagements; Non-Circumvention
You may not, during the Term of this engagement, engage in any employment, contracting or other business activity directly related to the technology business in which the Company is now involved or becomes involved during the term of this Agreement. Contractor further agrees that during the Term and for twelve (12) months from the expiration or termination of his or her engagement by the Company, Contractor will not circumvent this Agreement by providing construction and related site work services directly to Company’s general contractor customers, provided that nothing in this Agreement shall preclude Contractor from accepting an offer of permanent employment from one of the Company’s general contractor customers or from accepting work from a general customer contractor who finds and retains Contractor through Contractor’s advertisements to the general public.
Contractor shall be entirely and solely responsible for its actions and the actions of its employees and subcontractors while providing services under this Agreement. To the fullest extent permitted by law, Contractor agrees to indemnify and hold harmless Company against all claims, demands, suits, awards and judgments, or costs (including, but not limited to, attorneys’ fees), made or recovered by any persons or agencies due to the actions of Contractor or its employees and subcontractors during the rendering of services under this Agreement. Contractor guarantees its work against all defects of workmanship.
As applicable, Contractor agrees to maintain such insurance as will fully protect Company and its prime contractor customers from any and all claims of whatsoever kind or nature for the damage to property or any personal property or personal injury, including death, made by anyone whomsoever, that may arise from operations carried on under this Agreement, either by Contractor or by anyone directly or indirectly engaged or employed by Contractor. Contractor further agrees to maintain such automobile liability insurance as will fully protect Contractor, Company, and Company’s general contractor customers from bodily injury and property damage claims arising out of the ownership, maintenance or use of owned, hired or non- owned vehicles used by Contractor or anyone under Contractor’s control while providing services under this Agreement. All insurance shall be written on a primary and non-contributory basis, All of Contractor’s liability and workers compensation insurance policies shall include a Waiver of Subrogation and additional insured designation in favor of and naming Company.
(a) Governing Law; Jurisdiction. This Agreement will be governed by the laws of the State of Arizona, exclusive of principles of conflicts of law. You consent to the personal jurisdiction of the state and federal courts located in Maricopa County, Arizona for resolution of any dispute arising from or relating to this Agreement. If any action shall be brought to recover any amount under this Agreement, or for or on account of any breach of, or to enforce or interpret any of the terms, covenants, or conditions of this Agreement, the prevailing party shall be awarded its expenses, costs, and attorney’s fees incurred.
(b) Term and Termination. The Term of this Agreement shall one (1) year from date on which you registered with the Software Applications and shall automatically renew for successive one (1) year periods unless earlier terminated pursuant to this Section. This Agreement may be terminated at any time, without notice, by the Company in the event of breach of the Agreement by or other cause on the part of Contractor, “cause” meaning without limitation (i) breach, (ii) any act or practice of malfeasance, fraud, gross negligence or moral turpitude, or (iii) a persistent and uncured failure by Contractor to satisfactorily perform his or her obligations as determined by the Company in its sole business judgment. The Agreement may be terminated without cause on thirty (30) days’ prior written notice by Contractor.
(c) Entire Agreement. This Agreement sets forth the entire understanding of the Parties relating to the subject matter herein and supersedes all prior discussions between them. No modification or waiver of this Agreement will be effective unless in writing adopted by both parties.
The Company reserves the right, in its sole discretion, to change the Terms under which the Software Applications are offered. The most current version of these Terms will supersede all previous versions. If there is a conflict between these Terms any additional or revised provisions, the additional or revised provisions will control for that conflict. The Company encourages you to periodically review the Terms to stay informed of our updates.
(d) Binding Agreement. This Agreement shall be binding upon the parties, their heirs, legal representatives, successors, and assigns.
(e) Authority and Reliance. Each party, for that party’s self, heirs, personal representatives, successors, and assigns, hereby represents and warrants that the party has the full capacity and authority to enter into, execute, deliver, and perform this Agreement, that such execution, delivery, and performance does not violate any contractual or other duty or obligation by which that party is bound, and that this Agreement constitutes an agreement binding upon and enforceable against that party. Each party acknowledges that this Agreement is written in a manner that is fully understandable to the party, and the party has had an opportunity to consult with counsel. Each party is entering into this Agreement in reliance on each party’s own judgment, and not in reliance on any statements made by the other party. Each party warrants and represents that the party is not relying on counsel for any other party for the performance of any task, provision of any service or rendering of any advice for any purpose whatsoever, but instead is relying solely and exclusively on the party’s own counsel for all matters relating to the terms of this Agreement.
ABLEMKR welcomes your questions or comments regarding the Terms:
Effective as of June 1, 2020