INDEPENDENT CONTRACTOR TERMS AND CONDITIONS
The ABELMKR 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 site workers and construction day laborers (“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 Company and its 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.
2. 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.
(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 Company and its 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) 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 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.
4. 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.
6. 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.
(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.
(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.
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.
ABELMKR welcomes your questions or comments regarding the Terms:
Email Address: firstname.lastname@example.org
Effective as of June 1, 2020