INDEPENDENT CONTRACTOR SERVICES AGREEMENT
Maverick Enterprises, Inc Mobile Application is an internet application (“Maverick Enterprises, Inc Mobile Application” or the “Application”) owned and operated by Maverick Enterprises, Inc (“Maverick Enterprises, Inc “we,” or “us”). Maverick Enterprises, Inc provides a service (the “Service”) that allows its customers (“Customers”) to access Maverick Enterprises, Inc network of contractors (“Maverick Enterprises, Inc” or “you”) to identify local providers to meet intermittent needs for services. The Maverick Enterprises, Inc have access to the Application to receive and review requests for service from customers and to identify their interest and availability in response to such requests.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
Acknowledgment and Acceptance of Independent Contractor Services Agreement
This Agreement is an electronic contract that sets out the legally binding terms of the relationship between Maverick Enterprises, Inc and you. By submitting an application to become a Maverick Enterprises, Inc, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Maverick Enterprises, Inc, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.
Maverick Enterprises, Inc reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Maverick Enterprises, Inc directly. You are responsible for regularly reviewing this Agreement. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Maverick Enterprises, Inc does not assume any obligation to notify Maverick Enterprises, Inc of any changes to this Agreement, or the creation or modification of any additional terms.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, policies, forms (including IRS Form 1099-MISC) and any other notices required by or incorporated into this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old and legally authorized to work in the United States to become a Maverick Enterprises, Inc. If you do not qualify, you may not submit an application to become a Maverick Enterprises, Inc.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 “Services” means the services specified in a Maverick Enterprises, Inc Request for services by a Maverick Enterprises, Inc to a Maverick Enterprises, Inc Customer.
1.2 “Maverick Enterprises, Inc Request” means a notice provided, through the Application, to one or more Maverick Enterprises, Inc, which includes a description of the services to be provided by the Maverick Enterprises, Inc, the time by which the Maverick Enterprises, Inc Request must be completed (the “Maverick Enterprises, Inc Completion Date”) and the rate of payment associated with the Maverick Enterprises, Inc Request (the “Payment”). An open request is a request for services that has not yet been filled (“Open Request”). Maverick Enterprises, Inc can use the Application to review Shift Requests and to indicate their availability for Shift Requests. Once a Maverick Enterprises, Inc has accepted a Maverick Enterprises, Inc Request pursuant to Section 2, the Maverick Enterprises, Inc Request will become a “Maverick Enterprises, Inc Engagement”.
1.3 “Maverick Enterprises, Inc Mobile Application” or “Application” means the software application used by Maverick Enterprises, Inc in connection with the Services.
2. MAVERICK ENTERPRISES, INC
2.1 Background Checks. As part of your initial registration with Maverick Enterprises, Inc, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Maverick Enterprises, Inc Mobile Application to view and accept Maverick Enterprises, Inc Requests. You further agree to complete any ongoing background checks as may be required by Maverick Enterprises, Inc or a Customer. Failure to complete the initial or ongoing background check processes may result in removal from the Maverick Enterprises, Inc Platform.
2.2 Best Efforts. By registering to become a Maverick Enterprises, Inc and accepting a Shift Request, you agree to use your best efforts to perform the Maverick Enterprises, Inc Engagement such that the Services are satisfactory to the Customer, for whom the Shift Request was created. Once a Maverick Enterprises, Inc has accepted a Maverick Enterprises, Inc Request, the Shift Request will no longer be available for performance by other Maverick Enterprises, Inc who received the Shift Request. By accepting an Shift Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Shift Request. Do not accept an Shift Request unless you are sure that you understand what you are being asked to deliver, can get to and from the Customer’s location and can deliver the Services in the requested time period.
3. INDEPENDENT CONTRACTOR RELATIONSHIP
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Maverick Enterprises, Inc and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Maverick Enterprises, Inc that is inconsistent with your being an independent contractor (and not an employee) of Maverick Enterprises, Inc. You are not the agent of Maverick Enterprises, Inc or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Maverick Enterprises, Inc or the Customer. As an independent contractor, you are solely responsible for determining which Shift Requests you will choose to accept, how, when and where you will provide the requested services. Without limiting the generality of the foregoing:
3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Maverick Enterprises, Inc will report the Payments paid to you for services rendered as part of Maverick Enterprises, Inc engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Maverick Enterprises, Inc for the cost of any tax liabilities incurred by Maverick Enterprises, Inc as a result of your failure to pay all applicable taxes in a timely manner.
4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Maverick Enterprises, Inc. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Maverick Enterprises, Inc’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Maverick Enterprises, Inc’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Maverick Enterprises, Inc and/or the Customer considers to be confidential or proprietary or Maverick Enterprises, Inc has a duty to treat as confidential.
4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Maverick Enterprises, Inc’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Maverick Enterprises, Inc, or is required by law or court order, provided that you immediately notify Maverick Enterprises, Inc in writing of such required disclosure and cooperate with Maverick Enterprises, Inc, at Maverick Enterprises, Inc’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
4.4 Removal; Return. Upon Maverick Enterprises, Inc’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Maverick Enterprises, Inc or, if so directed by Maverick Enterprises, Inc, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Maverick Enterprises, Inc in writing that you have fully complied with these obligations.
5. NO CONFLICTS
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Maverick Enterprises, Inc Engagement, or that is otherwise inconsistent with this Agreement or any Maverick Enterprises, Inc Engagement.
6. REPRESENTATIONS AND WARRANTIES
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers);
(b) will fully conform to the specifications, requirements, and other terms in the applicable Maverick Enterprises, Inc Engagement and this Agreement, and will be of a professional and workmanlike quality.
6.2. Indemnification. You will indemnify and hold harmless Maverick Enterprises, Inc and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Maverick Enterprises, Inc engagement, which act or omission gives rise to any claim for damages against you, Maverick Enterprises, Inc and/or its parents, affiliates, employees or agents. Maverick Enterprises, Inc specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Maverick Enterprises, Inc engagement.
6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of Maverick Enterprises, Inc. As such, you are not covered by any insurance that may be provided by Maverick Enterprises, Inc to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. As an independent contractor, you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while working in the course and scope of an engagement for Maverick Enterprises, Inc, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Maverick Enterprises, Inc may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of an engagement for Maverick Enterprises, Inc, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Maverick Enterprises, Inc may have, and that Maverick Enterprises, Inc is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.
6.4 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL MAVERICK ENTERPRISES, INC BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAVERICK ENTERPRISES, INC’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY MAVERICK ENTERPRISES, INC FOR MAVERICK ENTERPRISES, INC ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8.1 Termination by Maverick Enterprises, Inc. Maverick Enterprises, Inc reserves the right to terminate your access to the Application if you have not accepted a Maverick Enterprises, Inc Engagement in the previous twelve calendar months or if you are in material breach of the agreement.
8.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
9. GENERAL PROVISIONS
9.1 Law. This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Texas regardless of your country of origin or where you access Maverick Enterprises, Inc, and notwithstanding any conflicts of law principles.
9.2 Mandatory Binding Arbitration and Class Action Waiver. The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company , past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards 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 Contractor’s relationship or the termination of that relationship with the Company. However, this Agreement does not apply to litigation between you Contractor and the Company pending in a state or federal court as of the date of your Contractor’s receipt of this Agreement, nor does it apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable Executive Order.
(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to Michael Roman at email@example.com.
(b) Class Action Waiver. The Company and Contractor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private attorney general action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, representative and/or private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) Contractor agrees and acknowledges that entering into this arbitration agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.
(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.
(8) Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph __ may be rendered ineffectual.
(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.
(f) The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking firstname.lastname@example.org to provide a copy.
(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except In addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.
9.3 Modifications to Application. Maverick Enterprises, Inc reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that Maverick Enterprises, Inc shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.