Independent Contractor Agreement

This Agreement is made between Weee! Inc. ("Client") with a principal place of business at 47560 Seabridge Dr, Fremont CA 94538 and _______________ ("Contractor"), with a principal place of business at ____________________________.


 

1. SERVICES OF CONTRACTOR

Company hereby provides the mobile and web infrastructure for personal delivery services via its communications and logistics platform. Contractor desires to enter this Agreement for the purpose of accessing and providing services using Company’s platform. Company hereby engages Contractor to perform, and Contractor agrees to perform the services described in the Exhibit(s) attached to this Agreement (the "Services"). If Company desires that Contractor perform additional Services, Company and Contractor shall agree upon additional exhibits to this Agreement setting forth the nature of such additional Services, the rates payable for such Services and any other terms and conditions with respect thereto. Each such additional exhibit shall incorporate the terms and conditions set forth herein, except as expressly set forth in such additional exhibit.

 

2. RATES

Company agrees to pay Contractor for the Services pursuant to the rate schedule set forth in Exhibit(s) attached and any additional exhibits agreed on by the Parties. As a condition of receiving payment, the Contractor shall provide Company with Contractor’s taxpayer identification number and the requisite authorization for a background check. Contractor shall be responsible for all expenses incurred or necessary in the performance of the Services, including but not limited to phone and travel expenses.

 

3. TERM OF AGREEMENT

Either Party may terminate this Agreement, upon written notice: a) in the event of a material breach by the other party; b) in the event of the performance of Services that fall below the acceptable standards of service, as informed by industry norms and standards; or c) or for breaches of applicable laws, regulations, or Company policies. A breach by Contractor shall include, but not be limited to, Contractor's failure to complete the Services specified herein and as set forth in the Exhibit(s), Contractor's unauthorized disclosure of Confidential Information (as defined below), breach of any other obligations hereunder, or Contractor’s carelessness, misconduct or unjustifiable neglect of its duties hereunder. Notwithstanding anything to the contrary, Company may stop providing access to the platform, services or features to Contractor or users of the platform generally.

4. RELATIONSHIP OF THE PARTIES

4.1

Contractor enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Contractor look to Company as Contractor’s employer, partner, joint venturer, agent, or principal, nor shall this Agreement be construed to establish any such relationship. Contractor shall not be entitled to any benefits accorded to Company's employees, including workers' compensation, disability insurance, health insurance, vacation, or sick pay. Company will have no right or authority to direct or control Contractor with respect to the performance of Contractor's services under this Agreement, or with respect to any other matter, except as otherwise provided by this Agreement. Company is interested only in the results to be achieved by Contractor under this Agreement. The manner and method of performing all services of Contractor under this Agreement, and achieving the desired results, will be under the exclusive control discretion and judgment of Contractor.

 

4.2

Contractor shall be solely responsible for securing and payment of worker's compensation, disability insurance, health insurance, and/or other similar benefits, unemployment or other similar insurance, all necessary liability insurance of Contractor and its personnel, if appropriate, and for withholding income and reporting wages on behalf of its personnel in accordance with all applicable laws, statutes, and regulations and/or other similar taxes or social security for Contractor as levied by any governmental authority. Company shall not be liable for any penalties and/or late fees, which may be imposed if such taxes are not paid by Contractor. Contractor further agrees that Contractor shall defend, indemnify and hold Company, and its affiliates, and their respective officers, directors, shareholders, employees, agents, successors and permitted assigns thereof harmless for any and all judgments, fines, costs, penalties, assessments or fees associated with such required payments.

 

4.3

Contractor has no authority to make promises, agreements or otherwise make commitments on Company’s behalf.

 

4.4

Contractor may represent, perform services for, or be employed by, any third persons, or companies as Contractor sees fit.

 

5. CONTRACTOR'S REPRESENTATIONS AND INDEMNITIES

5.1

Contractor represents that Contractor has the qualifications, licenses and ability to perform the Services in a competent, professional manner.

 

5.2

Contractor shall and does hereby indemnify, defend, and hold harmless Company, and Company's officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs, that any of the foregoing persons may incur or suffer and that result from, or are related to, the performance of Services by Contractor, or any breach or failure of Contractor to perform any of the representations, warranties, and agreements set forth in this Agreement.

 

5.3

Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, workers' compensation, automotive liability, or other insurance as well as licenses and permits usual or necessary for performing the Services. Contractor shall provide proof of insurance coverage upon request by Company.

 

5.4

Contractor will be solely responsible for procuring all equipment, supplies, tools, and/or instrumentalities that are necessary to perform Contractor's services and obligations under this Agreement. Contractor represents that while providing services using Company’s platform, Contractor will maintain the latest version of the Weee! app.

 

6. NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

6.1

During the course of Contractor’s relationship with Company, Contractor may have access to and/or become acquainted with confidential, proprietary and trade secret information of Company and/or its clients (collectively, “Confidential Information”), which is valuable to Company. Confidential Information includes any and all information relating in any manner to the business of Company or its clients, as applicable, and its and their consultants, customers, clients, and business associates, which is not known generally to the public. Confidential Information also includes, but is not limited to, trade secrets, client or vendor lists, client information, contracts, agreements, accounting or financial information, pricing information, business plans and data, formulae, technical know-how, processes, methods, techniques, procedures, software, data bases, marketing strategies and data, pending projects and proposals, programs, designs, drawings, diagrams, test data, research and other such information of a confidential nature regardless of whether furnished before or after the date hereof, whether oral or written, and regardless of the form of communication or the manner in which it is furnished and all analyses, compilations, data, studies, notes, interpretations, memoranda, extracts or other documents prepared by Contractor containing or based in whole or in part on any such furnished information. Contractor specifically agrees that all Confidential Information shall be treated as confidential without regard to whether any specific item of information or material has been labeled "Confidential," "Secret," or "Trade Secret," or any similar designation. Confidential Information does not include, however, information that Contractor can show by documentary evidence: (i) is or has become generally available to the public through no wrongful act of Contractor; or (ii) has been independently acquired or developed by Contractor without violating any of Contractor’s obligations under any agreement with Company, any agreement with a third party, or applicable law.

 

6.2

Contractor (i) will hold and maintain all Confidential Information in the strictest confidence; (ii) except as reasonably necessary to perform Contractor's Services or as authorized in writing by Company, will not at any time, whether during or subsequent to the Term of this Agreement, in any fashion, form or manner, either directly or indirectly, use, divulge, disclose or communicate any Confidential Information to any person, firm, corporation or entity in any manner whatsoever; and (iii) shall require, and insure that, its directors, officers, employees, agents and permitted subcontractors who may receive Confidential Information maintain the same in strict confidence and not use or disclose the information except as permitted under this Agreement. Contractor acknowledges that further customer-specific compliance requirements may be applicable and enforceable against Contractor.

 

6.3

Contractor agrees that all drawings, memorandums, invoices, diaries, project books, notebooks, sketches, reports, manuals, computer programs, computer files and any other materials in any manner and in any medium affecting, recording or relating to Company’s Confidential Information shall at all times be and remain Company’s sole property, and shall not be removed from Company’s premises under any circumstances whatsoever without Company’s prior written consent, except when (and only for the period) necessary to carry out Contractor’s Services hereunder, and if removed shall be immediately returned to Company upon termination of this Agreement, and no copies shall be kept by Contractor. Upon Company's request, Contractor will provide a declaration to Company certifying that all Confidential Information and all copies thereof have been delivered to Company, and deleted from Contractor's computers, laptops, or other electronic or recording device.

 

6.4

If Contractor is required by applicable law or regulation or by legal process to disclose any Confidential Information, Contractor will immediately notify Company in writing prior to making any such disclosure and assist Company in seeking a protective order or other appropriate remedy. Contractor further agrees that if Company is not successful in precluding the requesting legal body from reviewing the Confidential Information, Contractor will furnish only that portion of the Confidential Information that is legally required and will exercise its best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.

 

6.5

The restrictions placed upon Contractor in this Section will survive the termination of this Agreement, and continue in perpetuity. Contractor agrees that any breach of any term of this Section is a material breach of this Agreement.

 

7. MUTUAL AGREEMENT TO ARBITRATE DISPUTES (“ARBITRATION PROVISION”)

7.1

Intent to Arbitrate. The Parties agree to first attempt to resolve any disputes amicably by providing 30 days written notice prior to filing claims. If the Parties are unable to reach a resolution amicably, and except as provided explicitly in Paragraph 7.6, the Parties agree that to the fullest extent permitted by law any and all disputes, claims or controversies arising out of or relating to this Agreement or the Services performed by the Contractor shall be resolved by final and binding arbitration by a neutral arbitrator, including without limitation any and all disputes, claims or controversies relating to the breach, termination, interpretation, enforcement, validity, scope, and applicability of the agreement, or any claim on any basis under federal, state or local law, which could otherwise be heard before any court of competent jurisdiction. By signing this Agreement, unless otherwise stated in this Arbitration Provision, the Parties hereby waive their right to have any dispute, claim or controversy decided by a judge or jury in a court.

 

The Parties anticipate that by entering into this Arbitration Provision, they will gain the benefits of a speedy and less expensive dispute resolution procedure. This Arbitration Provision shall encompass all claims that Company may have against Contractor, or that Contractor may have against Company and/or any of its officers, directors, employees, owners, agents, representatives, benefit plans, sponsors, fiduciaries, agents, parents, subsidiaries, or affiliated entities arising out of or relating to this Agreement or the Services performed by Contractor.

 

7.2

Delegation. The Parties agree that the arbitrability of any dispute between them, including whether or to what extent the Agreement, or a provision therein, is invalid, unconscionable, or otherwise unenforceable, and whether a dispute, claim, or controversy is subject to arbitration, is a decision that will be submitted exclusively to the arbitrator, and will not be decided by any federal or state court. The Parties further agree that the interpretation of the Agreement shall be submitted exclusively to the arbitrator. The Parties intend this delegation clause to be clear and unmistakable evidence of the Parties’ agreement to delegate all questions of arbitrability to the arbitrator, subject to the exceptions stated in the Arbitration Provision of this Agreement.

 

7.3

Covered Claims. Except as otherwise provided in Paragraph 7.6, the claims covered by this Agreement include any and all claims or disputes arising out of or relating to this Agreement, or the Services performed under this Agreement,which could otherwise be heard before any court of competent jurisdiction (a “Claim”), including but not limited to disputes related to allegations of wrongful termination; breach of any contract or covenant, express or implied; breach of any duty owed to Contractor by Company or to Company by Contractor; personal, physical or emotional injury (excluding claims covered under the Workers’ Compensation Act); fraud, misrepresentation, defamation, and any other tort claims; wages or other compensation due; penalties; benefits; reimbursement of expenses; discrimination or harassment, including but not limited to discrimination or harassment based on race, sex, color, pregnancy, religion, national origin, ancestry, age, marital status, physical disability, mental disability, medical condition, or sexual orientation; retaliation; violation of any local, state, or federal constitution, statute, law, ordinance or regulation (as originally enacted and as amended), including but not limited to Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act of 1967, Americans With Disabilities Act, Fair Labor Standards Act, Employee Retirement Income Security Act, Immigration Reform and Control Act, Consolidated Omnibus Budget Reconciliation Act, Family and Medical Leave Act, California Fair Employment and Housing Act, California Family Rights Act, California Labor Code, California Civil Code, and the California Wage Orders. This includes all claims that arose before the signing of this or any prior Agreement and any claims that may arise after the termination of this Agreement, except as otherwise provided in paragraph 7.6.

 

The Parties agree that a Claim arising under any law that requires resort to an administrative agency may be brought before such agency as permitted by law, and that after exhaustion of administrative remedies, the Parties must pursue such Claim through this binding arbitration procedure to the fullest extent permitted by law.

 

7.4

Waiver of Class Action Claims. By signing this Agreement, Company and Contractor agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff, class representative, or class member in any purported class or collective proceeding or action other than on an individual basis except to the extent this provision is unenforceable as a matter of law. Notwithstanding any other provision in this Agreement, if the waiver set forth in this paragraph is found to be unenforceable, the Parties agree that any class or collective action claims will be litigated in a court of competent jurisdiction and not as a class or collective arbitration.

 

7.5

Waiver of Representative Action Claims. By signing this Agreement, the Company and Contractor agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff or representative in any purported representative proceeding or action or otherwise participate in any such representative proceeding or action other than on an individual basis except to the extent this provision is unenforceable as a matter of law. Notwithstanding any other provision in this Agreement, if the waiver set forth in this paragraph is found to be unenforceable, the Parties agree that any representative action claims will be litigated in a court of competent jurisdiction and not as a representative arbitration.

 

7.6

Claims Not Covered. Claims not covered by this Agreement are claims for workers’ compensation, unemployment compensation benefits, or any other claims that, as a matter of law, the Parties cannot agree to arbitrate. Nothing in this Agreement prohibits Contractor from exercising rights protected under the National Labor Relations Act or from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. If the Parties have a prior written agreement to arbitrate, this Arbitration Provision is not intended to apply retroactively to actions filed before the date this Agreement is executed by Contractor.

 

7.7

Arbitration Procedures and Location. By signing this Agreement, the Parties further agree that any arbitration shall be conducted before one neutral arbitrator selected by the Parties as provided by the JAMS Rules and shall be conducted under the JAMS Employment Arbitration Rules & Procedures or Comprehensive Rules (“JAMS Rules”) then in effect, as appropriate in light of the nature of claims in dispute and as finally determined by the JAMS Arbitrator. Contractor may obtain a copy of the JAMS Rules by requesting a copy from Company or by accessing the JAMS website at www.jamsadr.com. By signing this Agreement, Contractor acknowledges that Contractor has had an opportunity to review the JAMS Rules before signing this Agreement. The Parties agree that the enforceability of this Arbitration Provision s governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq. The Parties also understand and agree that Company’s business and Contractor’s Services involve interstate commerce under the Federal Arbitration Act. If JAMS is not available to hear the matter in dispute, the Parties shall confer and agree upon a mutually agreeable arbitral forum. The unavailability of JAMS or any other arbitral forum shall not be a basis to invalidate the Parties’ agreement to arbitrate.

The arbitration shall be held in the United States county where the Contractor lives or performs services or in any other location the Parties mutually agree upon in writing.

 

7.8

Fees and Costs. The Company shall pay all arbitrators’ fees and any JAMS arbitration administrative expenses. Each party shall pay its own costs and attorneys’ fees.

 

7.9

Awards. The arbitrator is authorized to award any remedy or relief available under applicable law that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the Parties had the matter been heard in a court. Nothing in this Agreement shall prohibit or limit the Parties from seeking provisional remedies under California Code of Civil Procedure (“CCP”) section 1281.8, including, but not limited to, injunctive relief from a court of competent jurisdiction. The decision of the arbitrator shall be in writing and shall provide the reasons for the award unless the Parties agree otherwise.

 

7.10

Opt-Out for Arbitration Provision. Contractor has 30 calendar days after signing this Agreement to opt out of the Arbitration Provision. However, opting out of this Arbitration Provision does not affect any other part of this Agreement. If Contractor opts out of the Arbitration Provision, then neither Contractor nor Company will be bound by the terms of this Arbitration Provision. Should Contractor not opt out in accordance with this paragraph within the 30 day period, then this Arbitration Provision will become fully effective and binding as of the date the Agreement is executed by Contractor.

 

8. SUCCESSORS AND ASSIGNS

This Agreement is intended to bind and inure to the benefit of and be enforceable by Company, Contractor, and their respective heirs, successors and assigns, except that Contractor may not assign Contractor's rights or delegate Contractor's duties or obligations hereunder (including, without limitation, pursuant to any subcontract) without the prior written consent of Company.

 

9. SEVERABILITY

Except as explicitly set forth in Section 7.4 and 7.5, in the event that any provision of this Agreement is held to be illegal, invalid, void, null or unenforceable, the remainder of the Agreement shall remain in full force and effect. The Parties further agree that any claims that are found not subject to arbitration under this Agreement, shall be stayed in a court of competent jurisdiction pending the outcome of the arbitration of any other asserted claims.

 

10. MODIFICATION AND WAIVER

Unless otherwise stated in this Agreement, the terms of this Agreement control over any prior oral or written communications Contractor may or have had with Company. The Agreement can only be revoked or modified in writing signed by both Parties that specifically states an intent to revoke or modify this Agreement. No waiver by any Party to this Agreement of any provision hereof shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach of such provision, or a waiver of any other provision of this Agreement by any other Party.

 

11. VOLUNTARY

By executing this Agreement the Parties represent that they have been given the opportunity to fully review, comprehend and negotiate the terms of this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. If Contractor has any questions about this Agreement Contractor may wish to consult an attorney.

 

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of California. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either Party.

 

13. ENTIRE AGREEMENT

This Agreement supersedes any and all other agreements between Contractor and Company, whether oral or in writing, and contains all of the covenants and agreements between Contractor and Company with respect to Contractor’s services. Contractor and Company each acknowledge that no representations, inducements, promises, or agreements, originally or otherwise, have been made to either Party to the other, or by anyone acting on behalf of either Party, which are not embodied herein.

EXHIBIT A

1. SERVICES TO BE PERFORMED

Company has retained Contractor to perform delivery services using the Weee! app.

 

2. RATES AND PAYMENT

For Full Service batches where the Contractor provides delivery services, the Contractor will be paid a commission for each delivery, plus a per item commission.

 

Available commission rates will be posted in the Weee! app.

 

For Delivery Only batches where the Contractor provides only delivery services, the Contractor will be paid a commission for each delivery. Available commission rates will be posted in the Weee! app.

 

An "item" is unique within a delivery (e.g., eggs, milk, vegetables represent 3 items) while a "unit" is the quantity of an item within a delivery (e.g., 2 boxes of eggs, 1 carton of milk, 4 bags of vegetables represent 7 units).

A "delivery" is a drop-off of a customer’s order at their location, as is communicated when the customer confirms a purchase on the Weee! platform.

A "batch" is a collection of deliveries.

 

Signatures

 

Company:  Weee! Inc.

Address: 17940 E Ajax Circle City of Industry 91748

 

Contractor

Printed Name:_________________________________________________________________

Signature:_____________________________________________________________________

Date:_______________________________________________________________________

Taxpayer ID Number:____________________________________________________________