Last updated: 06/01/2017
Independent Contractor Service Agreement
Jobble (“Jobble”) provides a service (the “Service”) that allows its customers (“Customers”) to access Jobble’s community of on demand workers (“Jobblers” or “you”) through an online application (the “Application”). Jobblers may access the Application to review openings, apply, and accept work for services from Customers.
Jobble reserves the right to unilaterally revise this Agreement, and to include additional terms at any time. Jobblers are responsible for regularly reviewing the Agreement for modifications and updates. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Jobble does not assume any affirmative obligation to notify Jobblers of any changes to this Agreement.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices or documents 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 [or the age of legal majority in the jurisdiction] in which you work and legally authorized to work in the United States to become a Jobbler. If you do not meet these criteria, you may not register to become a Jobbler.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 “Services” means the services described in a Jobble Job for services by a Jobbler to a Customer.
1.2 “Jobble Job” means a notice provided, through the Application, to one or more Jobblers, which includes a description of the services to be provided by the Jobblers, the time by which the Jobble Job must be completed (the “Jobble Completion Date”) and the fee associated with the Jobble Job (the “Payment”). A Opening is a request for services that has not yet been filled by a Jobbler (“Opening”). Jobblers can use the Application to review Openings and apply if they are available to work. Once a Jobbler has been accepted to work by a Customer pursuant to Section 2, the Jobble Job will become a “Jobble Engagement”. For the avoidance of doubt, Jobblers are under no obligation to work a Jobble Job and can quit after being accepted prior to the Jobble Engagement commencing (“Quit”).
2.1 Background Checks and Privacy Information. As part of your initial registration with Jobble, 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 Application to view, apply, and work Jobble Jobs. You further agree to complete any ongoing background checks as may be required by Jobble or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to apply and work Jobble Jobs and/or removal from the Jobble Platform. Please note that in order to run your background check, Jobble will ask for your social security number during the onboarding process. Jobble may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account.
2.2 Best Efforts. By registering to become a Jobbler and applying to a Jobble Job, you agree to use your best efforts to perform the Jobble Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Jobble Job was created. Once a Jobbler has been accepted to a Jobble Job, the Opening will no longer be available for performance by other Jobblers who applied to the Jobble Job. By being accepted for a Jobble Job by a Customer, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Jobble Job. Do not apply to a Jobble Job unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Opening; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Jobble Job in accordance with the Customer requirements.
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Jobble 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 Jobble that is inconsistent with your being an independent contractor (and not an employee) of Jobble. You are not the agent of Jobble 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 Jobble or the Customer.
As an independent contractor, you are solely responsible for determining which Jobble Job you apply to and work, and how, when and where you will provide the Services under this Agreement. Jobble will provide no supervision and will have no control over the manner in which you perform the Services. Further, you must provide all equipment, tools, material and labor that may be necessary to perform the Services. You acknowledge and understand that Jobble will not provide you with any equipment, tools, material or labor to perform the Services and will only (subject to the terms and condition stated herein) provide you with access to the Application for purposes of enabling you to access to apply and work (if you so choose) Jobble Jobs and engage in incidental, related activities (if you so choose).
Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Application.
Without limiting the generality of the foregoing:
3.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Jobble, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Jobble will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Jobble, or any affiliate of Jobble (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Jobble, its parents, subsidiaries, affiliates or other related entities.
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, Jobble will report the Payments paid to you for services rendered as part of Jobble 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 Jobble for the cost of any tax liabilities incurred by Jobble as a result of your failure to pay all applicable taxes in a timely manner.
3.3 Third Party Payment Processing Services. Payment processing services for Jobblers on provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Jobbler on Jobblers, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Jobble enabling payment processing services through Stripe, you agree to provide Jobble accurate and complete information about you and your business, and you authorize Jobble to share it and transaction information related to your use of the payment processing services provided by Stripe.
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 Jobble. 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 Jobble’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Jobble’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 Jobble and/or the Customer considers to be confidential or proprietary or which Jobble 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 Jobble’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 Jobble, or is required by law or court order, provided that you immediately notify Jobble in writing of such required disclosure and cooperate with Jobble, at Jobble’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 Jobble’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Jobble or, if so directed by Jobble, 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 Jobble in writing that you have fully complied with these obligations.
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 Jobble Engagement, or that is otherwise inconsistent with this Agreement or any Jobble Engagement.
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
(c) You will fully conform to the Customer specifications, requirements, and other terms of any Jobble Job that the Customer has accepted you for and the Services delivered will be of a professional and workmanlike quality;
(d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;
(e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner.
6.2. Indemnification. You will indemnify and hold harmless Jobble 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 Jobble engagement, which act or omission gives rise to any claim for damages against you, Jobble and/or its parents, affiliates, employees or agents. Jobble 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 Jobble engagement.
6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of Jobble. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Jobble 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 Jobble, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Jobble 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 performing a Jobble Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Jobble may have, and that Jobble 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). Jobble disclaims 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.
IN NO EVENT WILL JOBBLE 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. JOBBLE’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 JOBBLE FOR JOBBLE 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 OF 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 Jobble. Jobble reserves the right to terminate your access to the Application if you materially breach the Agreement or any Jobble Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Jobble, in its sole discretion, believes in good faith to be detrimental to its business interests.
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 and/or any modification or termination of the Application. 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.
9.1 Governing 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 in which the Jobblers resides regardless of your country of origin or where you access Jobble, and notwithstanding any conflicts of law principles.
9.3 Modifications to Application. Jobble 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 Jobble shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.
9.4 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter herein and supersede any and all prior communications and agreements whether written or oral concerning the subject matter herein.
9.5 Validity. The invalidity or unenforceability of any part of this Agreement for any reasons whatsoever shall not affect the validity or enforceability of the remainder.