This Independent Contractor Agreement ("Agreement") is entered into effective as of the date the Contractor accepts these terms and registers on the BEATASK platform (the "Effective Date"), by and between:
BEATASK, LLC (the "Company"), a Delaware limited liability company,
AND
The individual or entity who registers as a service provider (the "Contractor" or "Service Provider").
1. Establishment of Independent Contractor Status
1.1. Nature of Relationship
The Parties expressly intend and agree that the Contractor is an Independent Contractor and not an employee, joint venturer, partner, or agent of the Company. The Contractor is engaged in an independently established trade, occupation, or business.
1.2. Control and Autonomy
The Contractor shall retain the sole and exclusive right to control or direct the manner, means, and method by which the services are performed, including, but not limited to:
1.3. No Benefits or Insurance
The Contractor is solely responsible for their own payroll taxes, income taxes, and self-employment taxes. The Contractor shall not be eligible for or participate in any employee benefit plan, including health insurance, vacation pay, sick leave, or 401(k) plans, provided by the Company to its employees.
1.4. Business Expenses
The Contractor shall bear all costs and expenses related to the performance of the services, including, but not limited to, fuel, travel, telecommunication, office supplies, and any required licenses or permits.
2. Scope of Services and Compensation
2.1. Services
The Contractor agrees to provide services ("Services") directly to users ("Clients") who contract with the Contractor through the BEATASK platform. The Company's role is strictly limited to facilitating the connection and payment processing.
2.2. Compensation
The Contractor will be compensated for completed Services at the rate negotiated between the Contractor and the Client (or the rate displayed on the platform) less the Company's Platform Fee.
2.3. Platform Fee Deduction
The Company is expressly authorized to deduct a pre-disclosed platform service fee, referral fee, or commission (the "Platform Fee") from the gross amounts paid by the Client before remitting the balance to the Contractor.
2.4. No Exclusivity or Guarantee
The Company does not represent, warrant, or guarantee any specific volume of business, minimum hours, or service demands to the Contractor. The Contractor is free to perform services for any other individual, company, or competitor, provided such activity does not violate the Confidentiality or Non-Solicitation clauses herein.
3. Tools, Equipment, and Professional Requirements
3.1. Provision of Tools
The Contractor shall provide and maintain, at the Contractor's sole expense, all equipment, vehicles, tools, materials, and supplies necessary to perform the Services.
3.2. Compliance and Licensing
The Contractor represents and warrants that they possess all necessary expertise, skill, training, licenses, permits, and professional credentials required by any applicable local, state, or federal law to perform the Services.
3.3. Insurance Requirement
The Contractor is solely responsible for securing and maintaining adequate and legally required insurance coverage, including, but not limited to, general liability insurance, professional liability insurance, and vehicle insurance, to cover any liability arising out of the performance of the Services. The Company may, in its sole discretion, require proof of specific coverage.
4. Confidentiality and Intellectual Property
4.1. Confidential Information
The Contractor agrees to hold in strict confidence all proprietary, sensitive, or non-public information concerning the Company or its Clients, including, without limitation, business methods, user data, financial data, and technical know-how ("Confidential Information"). This obligation survives the termination of this Agreement.
4.2. Non-Solicitation
The Contractor shall not, for a period of twelve (12) months following the termination of this Agreement, directly or indirectly solicit, induce, or attempt to induce any Client of BEATASK to cease using the BEATASK platform or to obtain similar services directly from the Contractor outside of the platform.
4.3. Ownership of Work Product
Any work product, designs, reports, content, or other materials created by the Contractor specifically in the course of and related to performing Services for a Client through the platform shall be considered a "Work Made For Hire" (to the maximum extent permitted by law) and shall be the sole and exclusive property of the Client or the Company, as determined by the specific terms of the Task. The Contractor hereby assigns all rights, title, and interest in such Work Product to the Client or the Company, as applicable.
5. Indemnification
The Contractor shall defend, indemnify, and hold harmless the Company, its parents, subsidiaries, affiliates, officers, directors, agents, and employees, from and against any and all claims, damages, losses, and expenses (including reasonable attorney's fees) arising out of or resulting from:
6. Term and Termination
6.1. Termination at Will
This Agreement may be terminated by either the Company or the Contractor at any time, for any reason or no reason, upon written or electronic notice to the other Party.
6.2. Post-Termination Obligations
Upon termination, the Company shall pay the Contractor all undisputed compensation earned prior to the date of termination, and the Contractor shall immediately return all Confidential Information and materials belonging to the Company or its Clients. The provisions of Sections 1 (Relationship), 4 (Confidentiality & IP), 5 (Indemnification), 7 (Dispute Resolution), and 8 (General Provisions) shall survive termination.
7. Dispute Resolution
7.1. Mandatory Binding Arbitration
Except for claims seeking injunctive relief, the Parties agree that any dispute, controversy, or claim arising out of or relating to this Agreement, including but not limited to its breach, termination, or validity, shall be settled by final and binding arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in the county of the Company's principal business address, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
7.2. Waiver of Class Actions
The Parties agree that all claims must be brought solely in the Party's individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. THE PARTIES HEREBY WAIVE THE RIGHT TO A JURY TRIAL.
8. General Provisions
8.1. Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of Delaware, without giving effect to any choice or conflict of law provision or rule.
8.2. Entire Agreement
This Agreement constitutes the sole and entire agreement of the Parties regarding the subject matter herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
8.3. Severability
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.