This Agreement (the "Agreement") is between the service provider electronically accepting this agreement (the "Provider") and Hux, Inc., a Delaware corporation with an office located at 1447 Peachtree St NE, Suite 880, Atlanta, GA, 30309 (the "Company"). This Agreement is effective as of the date the Provider electronically accepts it (the "Effective Date").
For and in consideration of this Agreement to engage the Provider as described below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term. The Provider's term shall commence on the Effective Date. Either Party may terminate this Agreement at any time upon written notice to the other Party. The Company also reserves the right to deny Provider access to Provider's account on the Company's platform, remove Provider from the Company's platform, discontinue Provider's page on the Company's platform, stop outgoing ACH transfers to Provider, deposit money to or collect money from Provider's online account, and reschedule or otherwise change service details based on client requests or otherwise.
2. The Company's Business. The Company provides a communications platform for enabling the connection between individuals seeking to obtain professional cleaning services and individuals seeking to provide such services. The Provider acknowledges that the Company does not provide services, and is not a service provider. Instead, the Company offers information and a method for individuals seeking to obtain professional cleaning services, and a payment platform. Provider offers professional cleaning services which may be scheduled through use of the Company's platform. Provider agrees that the Company has no responsibility or liability for any cleaning services provided by Provider to third parties.
3. Provider's Duties and Obligations. Provider will provide professional cleaning services as requested by clients who utilize the Company's platform. Provider may accept or decline any request for services, for any or no reason. Provider will perform the services in a professional and workmanlike manner, and in accordance with applicable laws and regulations. Provider shall solely control the manner and method of performance; subject, however, to the terms and conditions of this Agreement. Provider will provide all equipment and supplies necessary to perform the services. Provider is solely responsible for the transportation of Provider and Provider's equipment to and from clients' locations at Provider's own expense, and will maintain access to a smartphone or computer at Provider's own expense. Provider shall pay any other business expenses incurred in connection with this Agreement. Provider shall perform the services set out in this Agreement at his or her own risk.
a. General. Provider will set Provider's own fees for the services provided to clients, and will notify the Company of such fees. The Company agrees to collect fees directly from clients via online credit card payments, and will remit such fees to Provider, less 30% which represents the Company's charge to Provider for access to its communications and payment platform. The Company will use reasonable efforts to remit collected funds to Provider promptly following Provider's "check out" from an appointment (as described below) in which Provider provides location-based verification pursuant to Section 4(b) below, or, if such location-based verification is not provided, then after the Company's verification that the contracted services were performed to the customer's satisfaction. Except as specifically set forth in this Agreement, neither Party will be responsible to the other for any additional fees or expenses in connection with the services performed by Provider without the prior written consent of the other Party.
5. Representation and Warranties. The Provider hereby represents and warrants to the Company that:
(a) The execution, delivery and performance of this Agreement by the Provider does not conflict with, breach, violate or cause a default under any contract, agreement, instrument, order, judgment or decree to which the Provider is a party or by which the Provider is bound.
(b) Upon the execution and delivery of this Agreement by the Provider and the Company, this Agreement shall be valid and binding, enforceable in accordance with its terms.
6. Responsibility of Provider for Taxes, Liability, Indemnification, and Other Matters.
(a) As an independent contractor, Provider shall pay and report all federal, state, and local income tax withholding, social security taxes, and unemployment insurance applicable to Provider. Provider shall not be entitled to participate in health or disability insurance, retirement benefits, or other welfare or other pension benefits to which employees of the Company may be entitled.
(b) In performing services under this Agreement, Provider shall comply with all applicable federal, state, county, and city statutes, ordinances and regulations, including without limitation, compliance with any and all requirements to keep and maintain applicable licenses, permits, certificates and insurance coverage. Provider hereby agrees to defend, indemnify and hold harmless the Company and its affiliates, and their respective shareholders, officers, directors, employees, agents, successors and assigns, from and against any damage, liability, loss, cost or expense (including court costs and reasonable attorneys' fees) resulting from or arising out of the failure by the Provider to comply with applicable federal, state, county, and city statutes, ordinances and regulations.
(c) The Provider agrees to indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys' fees and costs, arising out of, or relating to, the Provider's services to third parties under this Agreement. This provision shall survive the duration of this Agreement.
(d) The Provider agrees to defend against any and all claims, demands, causes of action, lawsuits, and/or judgments arising out of, or relating to, the Provider's services to third parties under this Agreement, unless expressly stated otherwise by the Company, in writing.
(e) The Provider shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any claims brought or liabilities imposed against the Company by Provider or by any other party (including private parties, governmental bodies and courts) including claims related to Workers' Compensation, wage and hour laws, discrimination, employment taxes and benefits, and whether or not related to Provider's status as an independent contractor. Indemnification shall include any and all losses, including costs and attorney fees.
7. Confidential Information and Trade Secrets.
(a) The Provider may have access to certain Trade Secrets and Confidential Information of the Company. The Provider acknowledges and agrees that the Trade Secrets and Confidential Information of the Company are the sole and exclusive property of the Company (or a third party providing such information to the Company) and that the Company owns all worldwide copyrights, trade secret rights, confidential and proprietary information rights, and all other property right therein.
(b) The Provider hereby agrees that the Trade Secrets and Confidential Information will be kept confidential, using all commercially reasonable means, and that the Provider will not disclose any of the Trade Secrets and Confidential Information of the Company.
(c) As used herein, "Trade Secrets" means information, including, but not limited to technical or non-technical data, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, or a list of actual customers or suppliers, which is a trade secret under applicable law. As used herein, "Confidential Information" shall have the meaning set forth in O.C.G.A. § 13-8-51. To the extent permitted under Georgia law, Confidential Information means information, other than Trade Secrets, that is of value to its owner and is treated as confidential, including, but not limited to, future business plans, licensing strategies, customer lists and information, advertising campaigns, information regarding executives and employees, and the terms and conditions of this Agreement.
8. Company Property. The Provider agrees and covenants that Provider shall not remove or copy any computer programs, files or information contained in files, or otherwise pertaining to the business of Company without the express written consent of Company, who in all events shall be considered to be the owner and possessor of all such programs, files, documents, and information. Provider covenants and agrees that Provider shall in no way utilize any such information in Provider's possession for the gain or advantage of Provider and/or to the detriment of Company. Upon a termination of this Agreement, or at such earlier date as Company may request, Provider shall deliver forthwith to Company all such programs, files, memoranda, notes, records, reports and other documents (including all copies thereof) which are then in Provider's possession or control.
9. Non-Solicitation of Customers. Provider is free to accept or decline any or all requests for professional cleaning services that are submitted using Company's communications platform. Provider shall set the days and hours when Provider is available to perform professional cleaning services pursuant to this Agreement. At any other time, Provider is free to provide professional cleaning or any other type of services to any other entity, including competitors of the Company. However, during the term of this Agreement and for one year thereafter, Provider agrees not to solicit or attempt to solicit professional cleaning service business from any customer or client of the Company with whom Provider had Material Contact (as defined by Georgia law) during the term of this Agreement.
10. Severability; Injunctive Relief. If any provision or part of any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, such holding shall not affect the validity or enforceability of any other provisions or parts, thereof, and all other provisions thereof shall remain in full force and effect. In the event that any provision of Sections 7, 8 or 9 relating to the time period and/or the scope or geographic areas of restriction shall be declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems reasonable and enforceable, the time period and/or scope or geographic areas of restriction deemed reasonable and enforceable by the court shall become and thereafter be the maximum restrictions in such regard, and such restriction(s) shall remain enforceable to the fullest extent deemed reasonable by such court. The Provider's obligations under Sections 7, 8, and 9 of this Agreement are of a unique character that gives them particular value, and breach of any of such obligations will result in irreparable and continuing damage to the Company for which there will be no adequate remedy at law. Accordingly, in the event of such breach, the Company will be entitled to injunctive relief and/or a decree for specific performance, and such other and further relief as may be proper (including monetary damages if appropriate).
11. Independent Contractor. The relationship between the Parties shall be that of independent contractors, and not of employer-employee. In all public records, in his or her relationship with others, and in any documents, Provider shall clearly indicate the independent ownership of Provider's business and that operations of said business are separate and apart from the operations of Company's business. Provider will not be treated as an employee of Company for purposes of state or federal anti-discrimination laws, the Fair Labor Standards Act, the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, nor Income Tax Withholding. Provider is responsible for the payment of estimated income and self-employment taxes. Provider further agrees to indemnify and hold harmless Company for any liability with the Internal Revenue Service or any state tax agency, as well as local laws and regulations regarding the payment of such taxes on income from self-employment and wages paid its employees.
12. Miscellaneous. This Agreement shall not be amended or modified except by a written amendment executed by both parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. This Agreement shall be governed by the laws of the State of Georgia without regard to its rules governing conflicts of law. This Agreement, including all attachments and any other documents referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all other communications, including but not limited to all prior agreements, between the parties with respect to such subject matter.
13. Notices. Any notice, request, instruction, correspondence or other document to be given hereunder by any party to another shall be in writing, shall be given by mail or by personal delivery and shall be deemed sufficiently given (a) when actually received by the party to be notified or (b) when mailed, if mailed by overnight delivery service, certified or registered mail, postage prepaid to such party's address set forth on the signature page hereto or such other address as either party may designate for itself in writing.
14. Subcontracting and Assignment. Provider may not, without the prior written consent of Company: (i) subcontract any of the services provided under this Agreement, or (ii) assign any of Provider's rights or delegate any of Provider's duties pursuant to this Agreement. Any attempted assignment without Company's consent will be void.
15. Exclusion of Damages, Remedies, and Waiver. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, EVEN IF SUCH DAMAGES WERE FORESEEABLE, PROVIDED THAT THIS EXCLUSION WILL NOT APPLY TO DAMAGES PAYABLE UNDER THE INDEMNIFICATION OBLIGATION IN THIS AGREEMENT OR CAUSED BY A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. THE REMEDIES SPECIFIED IN THIS AGREEMENT ARE CUMULATIVE AND IN ADDITION TO ANY REMEDIES AVAILABLE AT LAW OR IN EQUITY. WAIVER OF A BREACH OF ANY PROVISION OF THIS AGREEMENT DOES NOT CONSTITUTE A WAIVER OF ANY OTHER BREACH OF THE SAME PROVISION OR ANY OTHER PROVISION OF THIS AGREEMENT.
Provider and Company have electronically accepted and executed this Independent Contractor Agreement as of the Effective Date.