Last Revised: October 3, 2016
This Jopper Agreement (this “Agreement”) constitutes a binding contract between you (“you”, “Jopper”) and DIGITAL PELICAN – JOP, Inc. (“ Jop”, “us”, or “we”) governing your use of the Service for marketing, sales, and other services for various kinds of service providers.
Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:
- Jop Services. Jop will use commercially reasonable efforts to provide the following services to you (the “Jop Services”):
- Site Listing. Jop may list your services via the Service, which may include your biography and other information provided by you and approved by Jop. Jop will share your name and phone number with Clients.
- Engagement Service. Jop will provide a Web and mobile based engagement system via the Service, through which Clients that use the Service can engage you to perform a Project. You may accept, reject, or ignore any available Project at your sole discretion.
- Recordkeeping Service. For payment processing and administrative purposes, Jop will maintain general records of Projects performed by you for Clients.
- Administrative, Management, and Technology Services. Jop will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Clients.
- Billing Service. Jop will provide an online billing and payment system for you to bill your Clients.
- Customer Service. Jop will provide operators to field your Clients’ complaints, communicate with you, and refund requests as appropriate.
- Exclusions from the Service. The Service only relates to the Jop Services described above. The Service does not include anything related to performing Projects . You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to Projects. Jop is not, and will not be, responsible for any liability arising out of the services you provide. Jop will also not have any input into your work schedule, time off, or other control over your performance of your work.
- Your Responsibilities. You will supply Jop with any information Jop reasonably requests, including any information required in order for Jop to conduct a background check (e.g., your name, social security number, date of birth and zip code), and any other applicable licenses or relevant professional certifications. You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify Jop of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Client and for compliance with all laws, regulations, and standards pertaining to your services. You will maintain high standards of professionalism and quality of service. You represent that you are (a) free to enter into this Agreement and perform each of its terms, (b) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (c) not subject to, and will immediately notify Jop of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement. You consent to Jop performing a background check on you, consistent with applicable law.
- Projects; Payment
Projects. Available Projects will be listed on Jop, based on your
preferred times and location. Users will request your Services and
you have the option to accept or reject the Project. If you and the
user accept a Project, Jop will confirm the Project, through the
functionality provided via the Service, when you arrive at the
Project and when the Project is completed you enable Jop to perform
the Jop Services, including payment processing. You and the User
must agree on the time, location and details of the service
provided. Jop will process payment on your behalf. You may not
cancel a Project once you have accepted.
Rush Mode: Available Projects will be listed through the Service, based on your preferred times and locations. If you accept a Project, and your acceptance is confirmed by Jop, you will notify Jop, through the functionality provided via the Service, when the Project is completed to enable Jop to perform the Jop Services, including payment processing. Joppers will have the opportunity to accept the Project. The first Jopper to respond with acceptance of the available Project and to have that response confirmed by Jop will be confirmed as the provider of that Project.
- Payment. The Projects that you will be notified of via the Service are those for Clients who have agreed to accept the fees calculated by the Service based on the specific Project details submitted by the applicable Client (the “Base Fee”). You are entitled to negotiate additional fees or gratuities with Clients. You are responsible for any expenses incurred in the normal course of completing your Project, including, without limitation, the cost of transportation to and from the Project. Within 7 days of receipt of payment from the Client, Jop will transfer to you, through the payment account you specify via the Service, the Base Fee for all eligible Projects completed during the prior week, less the charge for your use of the Service, which will be set forth on the Service (the “Jop Fee”).
- Equity. High-performing Joppers may be eligible to receive Jop equity, in Jop’s sole discretion and pursuant to separate terms and conditions governing the grant of such equity.
- Expenses. Except as otherwise specifically provided herein, you and Jop will each bear your own expenses relating to this Agreement and performance under this Agreement.
- Non-Solicitation. During the term of this Agreement, Jopper agrees not to provide services to any Client serviced through the Service except through the Service.
- Representations and Warranties; Indemnity. You represent, warrant, and covenant to Jop that: (a) you are at least 18 years of age; (b) you will not make any representations regarding Jop or the Service; (c) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation; and (d) you will comply with all applicable laws in your performance of Projects. You will indemnify Jop from and against any damages resulting from your performance of Projects, including any personal injury, property damage, or death.
- Your Business. You affirm, under penalty of perjury, that you operate a business providing professional services and had clients for whom you performed professional services prior to entering into this Agreement.
- Confidential Information. You must keep Jop’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other users of the Service, photos relating to the Service or Clients, and Jop’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by Jop; (b) becomes publicly known and made generally available after disclosure by Jop to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.
- Nature of Relationship. It is the express intention of the parties that Jopper is an independent contractor. Nothing in this Agreement will in any way be construed to constitute Jopper as Jop’s agent, employee or representative, but Jopper will perform the Projects hereunder as an independent contractor of Jop’s. You will be solely responsible for all tax withholding or payment in connection with the fees paid to you by Jop.
- Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, JOP’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE JOP FEES RETAINED UNDER THIS AGREEMENT.
- Termination. Either party may terminate this Agreement by giving the other party notice. Notwithstanding the foregoing, Sections 6 – 14 and any liabilities or payment obligations that have accrued prior to termination will survive termination. Additionally, upon termination, Jopper will fulfill any booked but not yet completed and, within 14 days of termination, return any Jop property in Jopper’s possession.
- Changes. Except for changes in the calculation of Base Fees and Jop Fees (which Jop may, in its sole discretion, amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.
- Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the EULA.
- Indemnification. You will indemnify and hold the Jop Parties harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (i) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (ii) your breach of any representation or warranty in this Agreement, (iii) any negligent, reckless or intentionally wrongful act by you or your assistants, employees, contractors or agents, (iv) a determination by a court or agency that the you are an employee of Jop or a Client, or (v) any claim by a Client arising from or related to your or your assistants, employees, contractors or agents services for such Client.
- Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. Jop’s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. Jop’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.
- Severability. Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.
- Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without Jop’s prior written consent. Jop may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.
- No Agency. No joint venture, partnership, employment, or agency relationship exists between you and Jop as a result of this Agreement or use of the Service.
- Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.
- Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.