Quinable, Inc. Independent Service Provider Agreement
Independent Service Provider Agreement
Acceptance & Acknowledgment of this Agreement
Method of Performing Services
Contractor will determine the method, details, and means of performing the above-described services, including the determination of the need for and hiring of assistants at the Contractor’s own expense. The Corporation may not control, direct or otherwise supervise Contractor’s assistants or employees in the performance of those services.
Under no circumstances are you considered an employee of Quinable. Your use of this App is at your own risk and sole discretion. Quinable does not control your time, your shifts or your rate of pay. Nor does Quinable dictate how you perform your work.
All references to “you” or “your,” as applicable, mean the person who accesses, uses, and/or participates in the Program in any manner. If you use the Program on behalf of a company, you represent and warrant that you have the authority to bind that company, your acceptance of the Agreement will be deemed an acceptance by that company, and “you” or “your” shall herein refer to that company.
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the performance of services by Contractor for Corporation and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.
This Agreement shall be effective on the date accepted by you when you download the app and continue until either the customer (as defined below) has chosen a different service provider for his or her Shift or, if the customer chooses you to perform work, until all of your obligations to the customer and to Quinable with respect to the Shift are fulfilled. Quinable reserves the right to immediately terminate this Agreement for any reason at any time.
Quinable reserves the right, in its sole discretion and at any time, to change, modify, or otherwise amend this Agreement and any other documents incorporated herein by reference. Quinable will post the amended Agreement on its website in the same location where the prior Agreement was posted— i.e., where it is presented to you before you accept the Shift (as defined below). It is your responsibility to review the Agreement for any changes. Your continued use of the Program will signify your assent to, and acceptance of, the amended Agreement. If you do not agree to abide by this or any amended Agreement, you are prohibited from participating in the Program.
- Description of the Program
The Independent Program is intended to provide a quick and easy way for users visiting Quinable’s website, mobile application, or platform (“Customers”) to find a service provider who is interested in accepting a work shift (the “Program”). The goal is to connect these Customers with qualified service providers who will quickly communicate with the Customer their availability and acceptance of the shift should the Customer select them to perform the work.
- Your Bid Fee and Billing Authorization
In order for you to participate in the Program, you will be required to register, create a profile, upload any necessary credentials you may have, state your desired rate on selected shifts that interest you and complete the work shift. Quinable reserves the right to change the process from time to time, but the various work and work information will be presented to you before you determine that you would like to bid on the shift. Your access to the shifts shall be automatically renewed upon the terms set forth below, unless you cancel your participation in the Program as provided below.
- How the Program Works
Here is a description about how the Program will work:
- Customer Submits Work Order Shift through Quinable Platform. A Customer will submit a proposed shift for work related services (“Shift”) through the Quinable Customer Admin Website, mobile application, or other Quinable tools or platform (“Platform”).
- Quinable displays Work Order to Eligible Service Providers. Quinable will display basic information, including Customer’s location and the description of the Customer’s Shift (the “Listing”), and display the work orders on its Platform to a group of eligible service providers that perform the type of services described in the work order in the area in which the Service Provider is located.
- Your decision to Bid on Listing Work Order from Customer shift posting. The shift order display listings will indicate the Customers Work Order. It’s your decision as to whether you want to bid on the shift. You may bid on as many or as few or none of the work orders listed. You control the decision and choice as to when you work, where you work and for the amount you are willing to work for from your bid you post to the work order platform.
- Bidding on a selected work order does not guarantee that the Customer will select you for the Work Order Shift (Shift), decide to pursue the Shift, or pursue the Shift as described in the Listing. The Listing is an opportunity to connect with a Customer who, at the time, is looking for a service provider to complete a Shift. The Listing is not guaranteed work. Other than providing you with the Customer Details, the work order for you to bid on, you acknowledge that Quinable bears no responsibility with respect to the Customer, the Shift, or any related transaction.
- Work Orders will remain active until either: (1) Quinable receives a sufficient number of responses from service providers; or (2) the work order has been filled; (3) the Customer chooses to close the work order; (4) or the work order has expired as the scheduled start time of the sift has passed.
- The Listing is not guaranteed work. Other than providing you with the Customer Details, Work Order Listing, you acknowledge that Quinable bears no responsibility with respect to the Customer, the Shift, or any related transaction. There is a possibility that you may experience a loss in revenue from using the Quinable Platform to find work.
- Quinable will display your Bid Quote and contact information to the Customer. If you: (1) meet the Eligibility Requirements set forth under Section 6; (2) receive the communication containing the Work Order Listing; (3) are interested in the Shift; and (4) are one of the service providers that Bid on the Work Order shift, Quinable will provide you with the Customer Details and send your name, contact information, and bid quote to the Customer. The exact number of service providers who will receive the Customer Details may vary, in Quinable ’s sole discretion. If the Customer selects you, the Quinable Platform as well as the Customer may contact you and it will be your responsibility to communicate with the customer, enter into service with the customer by confirming your acceptance of the Work Order, and meeting the customer’s expectations.
- Eligibility Requirements
You represent, warrant, covenant and agree that, at the time you registered and bid on a work order, you:
- Have shown that you can meet or exceed the requirements of the Work Order
- Have passed all background checks established by Quinable and or the Customer;
- Possess all applicable state and local licensing, registration, insurance, bonding, or other trade requirements to provide service for the Shift described in the Listing if necessary.
- Are willing and able to complete the work described in the Listing to the Customer’s satisfaction at the Customer’s location;
- Will abide by all applicable federal, state, or local laws, rules, and regulations;
- Are in good standing with Quinable, meaning that you have not been placed in the Quinable Do Not Use Que and/or Customer’s Do Not Come Back List
- Have not been excluded for any reason from category or keyword searches, and are not delinquent in any of your obligations (financial or otherwise) relating to this Agreement or any other agreement with Quinable ; and
- Will maintain a completed Form W-9.
- Provision of Services
You agree to, at all times, perform the services obtained through the Program in a good and professional manner, consistent with the best practices and highest level of service available in the relevant industry, and shall be solely and independently responsible for such performance. You shall commence performance of the services for a Customer within the schedule of the shift and agreed to between you and the Customer. Notwithstanding the foregoing, all services performed for a Customer shall be performed pursuant the services performed for Customers in connection with the Program and Customers shall be billed at price or rate agreed to by Customer.
You have the right to invoice the Customer for the services performed. You also agree that Quinable will help facilitate the process of invoicing the Customer on your behalf and will charge the standard fee to the Customer in addition to your gross service fees. You agree to invoice the Customer on the predefined terms that Quinable has already arranged and understand that invoices may be paid in 30, 60, 90 days or possibly not at all. You assume full responsibility for the possibility of loss that you may incur as a result of invoicing the Customer. You also accept full responsibility of collection processes or account payable processes for your invoices.
You may elect to sell your billable invoice summary to Quinable in exchange for being compensated within 24 to 48 hours after your billable time and satisfactory work order performance has been achieved and verified by the Customer. If you elect to sell your invoice for purchase from Quinable you knowingly waive all rights to future payment from Customer regarding said invoice. Your acknowledgement of this provision is your acceptance of funds dispersed by Quinable and paid to you.
- Publication and Distribution of Content
Quinable does not guarantee the accuracy, integrity, quality or appropriateness of any content transmitted to or through the Platform. You acknowledge that Quinable simply acts as a passive conduit and an interactive computer or app-based service provider for the publication and distribution of work order content posted by a Customer. You understand that all content posted on, transmitted through, or linked through the Platform, are the sole responsibility of the person from whom such content originated. You understand that Quinable does not control, and is not responsible for content available through the Platform, and that by using the Platform, you may be exposed to content that is inaccurate, misleading, or offensive. You agree that you must evaluate and make your own judgment, and bear all risks associated with, the use of any content.
You further acknowledge that Quinable has no obligation to screen, preview, monitor or approve any content published by you, a Customer, or a third party. However, Quinable reserves the right to review and delete any content that, in its sole judgment, violates the terms and conditions of this Agreement. By participating in the Program and using the Platform, you agree that it is solely YOUR RESPONSIBILITY to evaluate your risks to bear associated with the use, accuracy, usefulness, completeness or appropriateness of any content that you submit, receive, access, transmit or otherwise convey through the Platform. Under no circumstances will Quinable be liable in any way for any content provided by you, a Customer, or a third party, including without limitation, content that contains any errors, omissions, defamatory statements, or confidential or private information or for any loss or damage of any kind incurred as a result of the use of any content submitted, accessed, transmitted or otherwise conveyed via the Platform. You waive the right to bring or assert any claim against Quinable relating to your content or the content or a Customer or other third party, and release Quinable from any and all liability for or relating to any such content.
- Quinable Trademarks
You shall not use, directly or indirectly, any of Quinable ’s trademarks, trade names, images, service marks, logos or other intellectual property for any purpose without the express written consent of Quinable . No license or other rights in or to any Quinable intellectual property or logo are granted to Service Providers under or implied by this Agreement.
- Representations by Service Provider
You hereby represent and warrant to Quinable that: (a) you have full power, authority, and legal capacity to execute and deliver this Agreement; (b) you are legally and properly licensed to and possess all requisite licenses and permits to provide the services described in the Work Order Listing.
- Indemnification by Service Provider
You hereby agree to indemnify, defend and hold harmless Quinable and its respective directors, managers, officers, stockholders, employees, agents, and insurers (“Quinable Indemnitees”) from and against any and all claims, demands, actions, losses, expenses, damages, liabilities, costs (including, without limitation, interest, penalties and attorneys’ fees) and/or judgments incurred or suffered by any of the Quinable Indemnitees that result from or arise out of, directly or indirectly, (i) any breach of any representation and warranty made by you in this Agreement; (ii) any breach by you of any covenant or agreement under this Agreement; (iii) the sale of any products or provision of or failure to perform services for any Customers of Quinable or any other persons; (iv) failure or refusal to honor any quote made to a Customer; or (v) any negligence or willful misconduct by you.
- Quinable ’s Limitation of Liability
IN NO EVENT SHALL QUINABLE, INC. BE LIABLE TO YOU FOR LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITY, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR SPECIAL LOSSES, WHETHER BASED UPON A CLAIM FOR BREACH OF WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL OR EQUITABLE CLAIM RELATING TO THIS AGREEMENT, THE RELEVANT GOODS OR SERVICES OR PERFORMANCE HEREUNDER.
- Relationship of Parties
Subject to the terms of this Agreement, you shall be solely responsible for determining the manner and method by which you shall perform the Services, and the setting and ultimate collection of its compensation that you charge a Customer for the services, pursuant to which such services are performed. QUINABLE, INC. IS NOT A GENERAL CONTRACTOR, PROVIDER OF SERVICES, MERCHANT OF RECORD OR YOUR EMPLOYER OF RECORD AND IS ACTING SOLELY IN ITS CAPACITY AS A SYSTEM ADMINISTRATOR FOR YOU AND THE CUSTOMER FOR THE PURPOSE OF ENABLING SUPERIOR SERVICE AND FOR MARKETING AND ADVERTISING THE SERVICES ON YOUR BEHALF.
By entering into this Agreement, you recognize and agree that Quinable is not a general contractor, merchant of record, Employer of Record and that you not an employee of Quinable, Inc, and are solely responsible for compliance with all applicable laws, rules, regulations, ordinances and orders (collectively, “Laws”) of federal, state and local governmental entities relating to the performance of the services, including, without limitation, any and all Laws relating to professional licensure and permitting, bonding, and insurance, and YOU WILL INDEMNIFY, DEFEND AND HOLD QUINABLE, INC. HARMLESS FROM AND AGAINST ANY AND ALL LOSSES, COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES), EXPENSES, PENALTIES, FINES AND DAMAGES (COLLECTIVELY, “LOSSES”) ARISING OUT OF OR RELATING TO, DIRECTLY OR INDIRECTLY, (A) ANY ALLEGATION OR FINDING THAT QUINABLE, INC. IS ACTING AS A GENERAL CONTRACTOR,PROFESSIONAL CONTRACTOR OR EMPLOYER OF RECORD; OR (B) ANY NON-COMPLIANCE OR ALLEGED NON-COMPLIANCE BY YOU WITH ANY SUCH LAWS.
You agree that the terms and conditions of this Agreement (including any pricing terms) (collectively, the “Confidential Information”), shall be held in strict confidence, for the mutual benefit of You and Quinable, and Service Provider shall not disclose any Confidential Information without the prior written consent of Quinable. Notwithstanding the foregoing, you may disclose Confidential Information only to the extent strictly necessary to comply with any order of a court of competent jurisdiction or as may be otherwise required by applicable law.
- Breach of Agreement and Liquidated Damages
- You understand and agree that, because damages are often difficult to calculate, if it becomes necessary for Quinable to pursue legal action to enforce the terms and conditions of this Agreement, you will be liable to pay us the following amounts as liquidated damages, which you accept as reasonable estimates of Quinable ’s damages for the specified breaches of this Agreement.
- If you post content in violation of this Agreement, you agree to promptly pay Quinable One Thousand Dollars ($1,000) for each item of content posted in violation of this Agreement. We may (but shall not be required to) to issue you a warning before assessing damages.
- If you display, copy, duplicate, reproduce, sell, re-sell or exploit for any purpose any content in violation of this Agreement, you agree to pay One Thousand Dollars ($1,000) for each item of content displayed, copied, duplicated, reproduced, sold, resold or exploited in violation of this Agreement.
- If you use computer programming routines that are intended to aggregate records or content from the Platform or otherwise damage, interfere with, disrupt, impair, disable or otherwise overburden our Platform, you agree to pay One Hundred Dollars ($100) for each review or record that is aggregated, disrupted, damaged or otherwise affected by you.
Except as set forth in the foregoing subsections (a) through (c), inclusive, you agree to pay the actual damages suffered by Quinable, including, but not limited to attorneys’ fees and court costs, to the extent such actual damages can be reasonably calculated. Notwithstanding any other provision of this Agreement, we reserve the right to seek the remedy of specific performance of any term contained herein, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement, or any combination thereof.
You agree that Quinable may communicate any notices to you under this Agreement, through electronic mail, regular mail or posting the notices on the Platform. All notices to Quinable will be provided by either sending a letter, first class certified mail, to Quinable, Inc., 7500 Rialto Blvd., Building 1, Suite 250, Austin, Texas 78735, Attn: General Counsel. Such notices will be deemed delivered upon the earlier of the verification of delivery or three (3) business days after being sent.
In accordance with the Digital Millennium Copyright Act of 1998, Title 17 of the United States Code, Section 512 (“DMCA”), Quinable will respond promptly to claims of copyright or trademark infringement that are reported. Quinable will investigate notices of copyright and trademark infringement and take appropriate actions under the DMCA.
- Governing Law and Time Limitations for Claims
The Program, the Platform, this Agreement, and your relationship with Quinable shall be governed by the laws of the State of Texas, notwithstanding the choice of law provisions. You agree and consent to the exclusive jurisdiction of the state or federal courts located in Travis County, Texas and waive any defense of lack of personal jurisdiction or improper venue or forum non conveniens to a claim brought in such court, except that Quinable may elect, in its sole discretion, to litigate the action in the county or state where any breach by you occurred or where you can be found. You agree that regardless of any statute or law to the contrary, any claim or cause of action you bring arising out or related to your use of the Program, the Platform, this Agreement, or your relationship with Quinable shall be filed within one (1) year after such claim or cause of action arose or will forever be barred.
- No Assignment
You may not assign or otherwise transfer this Agreement or any of its rights and/or obligations relating to this Agreement without the prior written consent of Quinable .
Neither party shall be deemed to have waived any of its rights, powers, or remedies hereunder, except in an express writing signed by an authorized agent or representative of the party to be charged.
If a provision of this Agreement is or becomes illegal, invalid, or unenforceable in any jurisdiction, that shall not affect: (1) the validity or enforceability in that jurisdiction of any other provision of this Agreement; or (2) the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.
- Entire Agreement
This Agreement entered into by you and Quinable governs your use of the Platform and constitutes the entire agreement between you and Quinable with respect to the Program. It supersedes any prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Quinable regarding the subject matter contained in this Agreement. Additional terms and conditions may exist between you and third parties, including but not limited to, any Service Contract you enter into with a Customer. You represent and warrant that those third party agreements (including any such Service Contract) do not interfere with your obligations and duties to Quinable under this Agreement.
- Provisions Remaining in Effect
After termination of this Agreement or you are no longer a user of Quinable, certain provisions of this Agreement will continue to remain in effect, including without limitation, Sections 7, 11-21, and 23.
- Binding Effect
This Agreement and the rights and obligations created hereunder shall be binding upon and inure solely to the benefit of you and Quinable and our respective successors and permitted assigns, and no other person shall acquire or have any right under or by virtue of this Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST NOT USE THE APP, THE PLATFORM OR PARTICIPATE. YOU ACKNOWLEDGE THAT YOU HAVE READ, HAVE UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT BY PROCEEDING FROM THIS POINT FORWARD..