Partnership Agreement

MYSQUARD INC INDEPENDENT SERVICE PROVIDER AGREEMENT

These Terms and Conditions (“Terms”) govern your use of the MySquard Service Provider Application (“Service Provider App”), platform, and affiliated content, which are copyrighted works belonging to MySquard Inc, to sign up as an Independent Service Provider and/or provide such services through the MySquard Platform (as defined herein). Your provision of any services is subject to the Independent Contractor Agreement between you and MySquard, including its subsidiaries or affiliates; or, if you are using the Service Provider App in the course of your employment, the provision of services is subject to this Independent Contractor agreement with MySquard, including its subsidiaries or affiliates.

RECITALS

MySquard is a technology company that provides a web-based technology that connects Customer and Independent Service Providers. MySquard platform permits registered users to place an order for an Independent Service Provider to provide certain services. One such order is made, the MySquard App notifies the Independent Service Provider that an order has been made and the Service Provider decides if they want to accept the Customer order or not.

Service Providers is an independent provider of services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) in which the Service Provider operates. Service Provider possesses all equipment and personnel necessary to perform the services any other services contemplated by this Agreement in accordance with applicable laws.

Independent Service Provider desires to enter into this Agreement for the right to receive certain service delivery opportunities made available through the MySquard platform. Independent Service Provider Understands and expressly agrees that he\she is not an employee of MySquard and that he\she is providing the services on behalf of him\herself and his\her business, not on behalf of MySquard.

Independent Service Provider understands (i) he\she is free to select those times he\she wishes to be available on the platform to receive service delivery opportunities; (ii) he\she is free to accept or reject the opportunities transmitted through the MySquard platform by Customers, and can make such decisions to maximize the opportunity to profit; and (iii) he\she has the sole right to control the manner in which the services are performed and the means they’re completed.

In consideration of the above, as well as the mutual promises described herein, MySquard and Service Providers (collectively “the parties”) agree as follows:

PURPOSE OF THIS AGREEMENT

This Agreement governs the relationship between MySquard and Independent Service Providers and establishes the party’s respective rights and obligations. In exchange for the promises contained in this Agreement, Independent Service Providers shall have the right and obligation to perform the “Service” as defined in this Agreement. However, nothing in this Agreement required the Independent Service Provider to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee Independent Service Provider any particular volume of business for any particular time period.

Independent Service Provider shall have no obligation to accept or perform any particular “Service” offered through the MySquard Application. However, once a Service is accepted by the Service Provider, the Independent Service Provider shall be contractually bound to complete the Contracted Services in accordance with all User specifications.

USING THE MYSQUARD SERVICE PROVIDER APP

You may use the Service Provider App only if you are an authorized MySquard service provider with a validly executed, and solely for the purpose of rendering services to Users (“Services”). Your right and ability to continue using the Service Provider App for the purpose of offering your services will terminate immediately if your Agreement is terminated.

Use of the Service Provider App requires that you register and/or create an account (“Account”) by providing certain personal information. In consideration of the use of the Service Provider App, you agree to (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update the personal information you provide to ensure that it remains true, accurate, current, and complete; (c) to maintain only one Service Provider account on the platform and not sign up multiple times as a Service Provider; if you fail to do any of the foregoing, MySquard will have the right to terminate your Agreement and restrict your access to the Service Provider App.

You are responsible for maintaining the confidentiality and security of your Account and password, and for all activities and any other actions that occur under or are taken in connection with your password or Account. You agree to (a) immediately notify MySquard of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or information available to you through the Service Provider App; and (b) ensure that you exit from your Account at the end of each session. MySquard will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) or (b) above, or for any acts or omissions by you or someone else using your Account and/or password.

By accessing the Service Provider App, you will have sole discretion and authority to: indicate your availability; accept or reject orders that are transmitted to you; indicate stages of completion during the service fulfillment process; communicate with the Customer; view the transaction log for those orders you have fulfilled, and manage your payment setting.

You agree that you will act as a “Service Provider,” as such term is defined in the California Customer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”), in the performance of your obligations pursuant to the Agreement. Accordingly, and without limiting any of the provisions set forth in the Partner Agreement, by using the Platform, including the Service Provider App, you acknowledge and agree that you are permitted to use the information disclosed or otherwise made available to you, including without limitation User data (e.g. Customer and Merchants names, phone numbers, email, and physical addresses) and any other information subject to applicable privacy and/or data security laws, rules or regulations (collectively, “User Data”), transaction logs and other Materials (as defined below), solely for the purpose of providing the Services. For clarity, you shall not retain, use or disclose User Data beyond what is necessary to provide the Services without the express consent of the User, nor download, store and/or sell any information you process in connection with the provision of services outside of the Service Provider App or otherwise use Users Data for any purpose other than providing the Services. You also agree to comply with any written requests from Users or MySquard to delete User Data.

AUTHORIZED USER/REGISTRATION

Before you register as an Independent Service Provider, you hereby confirm to MySquard that: (a) you have reached the age of 18, (ii) are an emancipated minor under the laws of your jurisdiction of domicile or residence, or (iii) otherwise have the power and authority to enter into and perform your obligations under this Agreement.

INDEPENDENT SERVICE PROVIDER OPERATIONS

Independent Service Provider represents that he\she operates an independently established enterprise that provides the services, and that he\she satisfies all legal requirements and has all necessary licenses and permits necessary to perform any services contemplated by this Agreement. As an Independent Service Provider, Service Providers shall be solely responsible for determining how to operate his/her business and how to perform the Contracted Services.

Independent Service Provider agrees to fully perform the Contracted Services in a timely, efficient, safe and lawful manner. MySquard shall have no right to, and shall not, control the manner, method or means Independent Service Provider uses to perform the Contracted Services. Instead, Independent Service Providers shall be solely responsible for determining the manner of service delivery and performance. MySquard offers customer service and Safety training to Service Providers, we also do a routine tool inspection to ensure that the Service Providers have all the required tools to carry out the Service.

As an Independent Service Provider, Service Providers retain the right to perform services. The parties recognize that they’re or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent Independent Service Provider or MySquard from doing business with others. MySquard does not have the right to restrict Service Providers from performing services for other businesses, or customers at any time, even if such a business entity competes with MySquard, and even during the time Independent Service Provider is logged into the MySquard platform. Independent Service Providers’ right to compete with MySquard, or perform services for businesses that compete with MySquard, will survive even after termination of this Agreement.

MySquard has an online store where Service Providers can purchase items such as masks, disposable capes, etc. Independent Service Provider is not required to purchase, lease, or rent any products, equipment, or services from MySquard as a condition of doing business with MySquard or entering into this Agreement but we strongly recommend that the items are purchased through the online store to best perform their services to Customers.

Independent Service Provider agrees to immediately notify MySquard in writing if Independent Service Provider’s right to control the manner or method he\she uses to perform services differs from the terms contemplated in this Section. Independent Service Providers also agree that they shall undergo an orientation program with MySquard before the commencement of their service.

Independent Service Providers agree to brand their business or company to indicate that such brand or company is a partner of MySquard. Independent Service Providers also agree to maintain good ratings from Customers on the platform, MySquard reserves the right to terminate your agreement if you fail to meet the required Customer ratings required for your continued use of the website.

SERVICES

Independent Service Provider acknowledges that MySquard has discretion as to which, if any, Service to offer, just as Independent Service Provider has the discretion whether and to what extent to accept any Service order.

MySquard platform will notify the Independent Service Provider from time to time, the opportunity to complete a Service from Customers in accordance with orders placed by such Customers through the platform (each referred to as a “Service”). For each Service accepted by the Independent Service Provider. Independent Service Provider has the right to cancel, from time to time, a Service when, in the exercise of the Independent Service Provider’s reasonable discretion and business judgment, it is appropriate to do so.

Independent Service Provider acknowledges that they’re engaged in its own business, separate and apart from MySquard’s business, which is to provide an online technology platform that connects Independent Service Providers and Customers.

Independent Service Provider authorizes MySquard, during the course of a Service, to communicate with Independent Service Providers and Customers, to the extent permitted by the Independent Service Provider, in facilitating the service delivery. However, under no circumstances shall MySquard be authorized to control the manner or means by which Independent Service Provider performs the services contemplated under this agreement. This includes, but is not limited, the following:

Independent Service Provider does not require any supervisor or any individual at MySquard to whom the Independent Service Providers report.
Independent Service Provider is not required to use any signage or other designation of MySquard on his or her vehicle at any point in the use of the platform to perform the Service.
MySquard has no control over the Independent Service Provider personal appearance but we strongly recommend that Service Providers wear the MySquard uniform, kits and accessories during the course of their agreement with MySquard .
Independent Service Providers do not receive regular performance evaluations by MySquard.

Independent Service Provider agrees to immediately notify MySquard in writing by submitting an inquiry through the platform support if the Independent Service Provider’s services or scope of work differ in any way from what is contemplated in this Section.

INDEPENDENT SERVICE PROVIDERS’ RESPONSIBILITIES

It is every Service Provider’s duty and obligation to know and comply with all applicable federal and state laws relating to the locations of any Service, including without limitation those laws governing the delivery of the service over State lines, and age restrictions. MySquard has no liability or responsibility to a Service Provider or any third party if a Service Provider fails to comply with these Terms or all applicable laws with respect to the performance of the Service.

Permits and Health Insurance

Because Service Providers act as their own employer in providing their Services via the MySquard Platform, MySquard does not, and has no responsibility to, provide or pay for any permit, license or insurance a Service Provider may need or that may be advisable, to perform their Services via the MySquard Platform.

MySquard does not provide health insurance, or any other compensation to Service Providers if they are hurt or injured while performing a Service and MySquard does not carry workers’ compensation insurance for any Service Provider unless specifically required by State law. For these reasons, all Service Providers are required to have adequate health insurance prior to performing a Service. Only you can know if you are physically capable of handling a Service you agree to deliver and MySquard is not liable to you for any costs or damages you may suffer if you are hurt or injured while performing a Service. At all times you are solely responsible for the costs of any medical care you may require due to any such injury.

It is a Service Providers’ responsibility to know what auto insurance, health insurance, licenses and permits are required or recommended and to procure the same prior to offering on Services. A Service Provider must have valid insurance in such amounts as required by State Law and its insurer to cover Service Provider’s performance of Services through the MySquard Platform prior to offering on Services. A Service Provider will not be allowed to deliver Services and will be removed from the Platform if the Service Provider does not have insurance coverage in at least the minimum amounts required by the State in which the Service Provider provides Services. A Service Provider must carry proof of all required insurance coverage at all times while performing Services and must provide the same to MySquard and/or other authorities and officials upon request.

Independent Service Provider agrees, as a condition of doing business with MySquard, that during the terms of this Agreement, Independent Service Provider will maintain current insurance, in amounts and of types required by law to provide the Service, at his\her own expense. Independent Service Provider acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of Independent Service Providers’ right to receive a Service.

NOTIFICATION OF COVERAGE: Independent Service Provider agrees to deliver to MySquard, upon request, current certificates of insurance as proof of coverage. Independent Service Provider agrees to provide updated certificates each time Independent Service Provider purchases, renews, or alters Independent Service Providers’ insurance coverage. Independent Service Provider agrees to give MySquard at least thirty (30) days prior written notice before cancellation of any insurance policy required by this Agreement.

WORKERS’ COMPENSATION/ OCCUPATIONAL ACCIDENT INSURANCE: Independent Service Provider agrees that he\she will maintain sufficient insurance to cover the risks or claims arising out of or related to Independent Service Providers relationship with MySquard, including workers’ compensation insurance where required by law. Independent Service Provider acknowledges and understands that he\she will not be eligible for workers’ compensation benefits through MySquard and is instead responsible for maintaining Independent Service Provider’s own workers’ compensation insurance or occupational accident insurance. Independent Service Providers’ maintenance of its own workers’ compensation insurance or occupational accident insurance will not disqualify Independent Service Provider from participating in the Occupational Accident Insurance Policy for Service Providers, which MySquard may make available to Independent Service Providers.

Independent Service Providers shall also have all insurance policies required in the industry the Service Provider works.

COMMUNICATION BETWEEN MYSQUARD AND INDEPENDENT SERVICE PROVIDERS

MySquard, our Users, or our respective third-party service providers may contact you via voice, text, and/email at the phone number or e-mail address you provided to us for the following purposes (i) to provide notifications related to your Services and MySquard’s offerings; (ii) account verification; (iii) in relation to the delivery fulfillment process; and (iv) to address issues as they arise. You understand and consent that such messages may be sent using an automatic telephone dialing system. Please note that standard voice, data, and message rates will apply to all forms of communication.

You agree to be professional at all times in all communications with any Customer. Additionally, you agree to follow the standards of conduct below and any additional standards that may be communicated to you from time to time. You agree not to communicate in any way that:

is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, portrays another in a false light, is hateful, or racially, ethnically and/or otherwise objectionable;
has a commercial, political or religious purpose;
is false, misleading and/or not written in good faith;
infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
is illegal and/or promotes illegal activity;
contains unauthorized advertising and/or solicits users to a business other than those on the Sites;
is disruptive or incites others to violate MySquard standards;
is intended to interrupt, destroy, or limit the functionality or integrity of any computer software, hardware or materials on the Service Provider App, or related sites or other websites.

MySquard may monitor any and all use of the Service Provider App and may manage the Service Provider App in a manner intended to protect our property and rights and to facilitate its proper functioning. If any conduct on or outside the App violates the standards above, or any other terms and conditions of the Agreement; or interferes with other Users enjoyment of the App; or that we believe is inappropriate; in our sole, good faith judgment, we reserve the right to change, delete or remove, in part or in full, any such content; and we further reserve the right to terminate access to the Service Provider App or to any information available through the Service Provider App. MySquard will cooperate with local, state, and federal authorities to the extent required by applicable law in connection with any communication.

CONFIDENTIAL INFORMATION

During the performance of Services, Service Providers will have access to the “Confidential Information” of any third parties, including without limitation, the Confidential Information of MySquard, Service recipients. “Confidential Information” means all information, whether oral, written, contained on electronic media or otherwise, to which a Service Provider is given or has access to, or is made available to the Service Provider in connection with the performance of Services, including without limitation names, addresses, telephone numbers and other information which may be used to specifically identify a person (“PII” or “Personally Identifiable Information”), and the health information protected under the Health Insurance Portability and Accountability Act (“HIPPA” and “Protected Health Information”).

Confidential Information shall include, without limitation, all information regarding MySquard’s personnel or customer information of MySquard and Service recipients of which a Service Provider becomes aware.

MySquard and Service Providers have special obligations with respect to the protection of Personally Identifiable Information and Protected Health Information and a Service Provider is responsible for both knowing those obligations and complying with the same. Failure to meet these obligations will result in the Service Provider’s permanent removal from the MySquard Platform and the Service Provider shall be prosecuted to the fullest extent of the law.

Personally Identifiable Information: Personally Identifiable Information (PII) refers to information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. It is important to recognize that non-PII can become PII whenever additional information is made available — in any medium and from any source — that, when combined with other available information, could be used to identify an individual. Service Providers are under a strict obligation not to use or disclose PII except as necessary to perform and deliver Services.

Protected Health Information: If a Service Provider delivers Services containing prescriptions, medicines, or other medical documents, the Service Provider may have access to Protected Health Information. Service Providers are under a strict obligation not to use or disclose the Protected Health Information of anyone except as necessary to perform and deliver Services. In addition, these Service Providers must comply with all federal, state, and local laws, including the Health Insurance Portability and Accountability Act, as amended, and all regulations and agency guidance applicable to “business associates”. To learn more about complying with these regulations, please visit HHS.gov for more information.

PAYMENT FOR SERVICES

MySquard shall allow Independent Service Providers to set up their own rates for each service offered through the MySquard platform. A service fee of 30% is automatically added to the service rate, reflected in the final price of a service item in the Customer app. MySquard shall retain the customer platform fee and the service provider shall retain their fixed rate. For instance, if a service provider sets the rate of service as US$20, the system automatically adds 30% and in their MySquard store, the cost of this service will be US$26 for the customer. MySquard shall retain US$6 and the service provider shall retain US$20.

MySquard will process payments made by Customers and transmit them to Independent Service Providers. Payments for all Services are made available on the App as soon as the service is completed. The Service Provider can also request payment by requesting for payment transfer to their bank account using the App.

MySquard system allows Customers to add tips to be paid to the Independent Service Provider, and Customers may also pay a tip to the Independent Service Provider in cash. Independent Service Provider shall retain 100% of all tips paid by the Customer. MySquard acknowledges it has no right to interfere with the amount of tip given by the Customer to the Independent Service Provider.

Service Providers can not request special favors such as tips, money, or anything outside the MySquard application set system.

Independent Service Provider will receive payment per Services satisfactorily rendered. From time to time, MySquard or its affiliates may offer other Services for Independent Service Providers to earn more money for performing Delivery Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay for such services, and the Service Provider is free to accept or deny any such opportunities to earn different rates of pay.

From time to time, MySquard may offer various Customer promotions or referral programs. Independent Service Provider agrees not to manipulate or abuse the referral programs or Customer promotions by, among other things: (a) tampering with the location feature on his or her mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such payment under relevant policies; or, (c) creating multiple Service Providers or Customer accounts. Independent Service Providers understand that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to the deactivation of Service Providers’ accounts.

MySquard reserves the right to charge the Service Provider commission or service fees for the use of the website and such fees shall be subject to change at any time by MySquard.

PAYMENT DISPUTES

In the event MySquard fails to remit payment in a timely and accurate manner, Independent Service Provider shall have the right to seek proper payment by any legal means contemplated by this Agreement, should Independent Service Provider prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, Independent Service Provider shall first inform MySquard in writing of the failure and provide a reasonable opportunity to cure it.

In the event there’s a service failure on the part of the Service Provider, Independent Service Provider shall not be entitled to payment as described above (as determined in MySquard’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the Customer and Independent Service Provider, and any party with information relevant to the dispute. MySquard shall make the initial determination as to whether a Service Failure was the result of Independent Service Provider’s action/omission. Independent Service Provider shall have the right to challenge MySquard’s determination through any legal means contemplated by this Agreement; however, Independent Service Provider shall notify MySquard in writing about the challenge and provide MySquard the opportunity to resolve the dispute. Independent Service Providers should include any documents or other information in support of/her challenge. You may also check our cancellation policy here

NON-CIRCUMVENTION

The Service Provider hereby agrees to himself or herself, their co-worker, they will not, directly or indirectly, contact or become involved with a Customer contacted through the MySquard platform for the purpose of avoiding the payment to the Company of profits.

SERVICES CANCELLATION / NO-SHOW

Rescheduling appointments during the Minimum Commitment Period:

Customer: The cancellation and rescheduling of appointments follow the MySquard cancellation policy (found at https://support.mysquard.com/whats-the-cancellation-policy/). The customer may cancel their scheduled Professional Service appointments through the MySquard Platform at any time, subject to the following conditions: (i) if the Customer cancels or reschedules the service more than 24 hours before a scheduled Professional Service appointment, there is no cancellation fee; (ii) if the Customer cancels or reschedules between 2-24 hours before a scheduled Professional Service appointment, the Customer will be charged a $15 cancellation fee. The amount is then credited to the Service Provider; and (iii) if the Customer cancels or reschedules less than 2 hours before a scheduled Professional Service appointment, the Customer will be charged the total amount of the order up to $250. For instance, if the total order amount is $125, the Customer will be charged the full amount of $125. If the total order amount is $1,000 the Customer will be charged the maximum amount which is $250. Additionally, if the Service Provider arrives at the location requested by the Customer and the service cannot be performed by the Service Provider due to Customer unavailability, the Customer shall be charged the full amount of the service up to $250. Such payment shall be credited to the Service Provider’s account, and the Customer will not be eligible for a refund.

In case the Service Provider does not show up for the services ordered by the Customer, the Customer shall be refunded for the full amount paid for the service ordered at MySquard.

Service Provider: The cancellation and rescheduling of appointments follow the MySquard cancellation policy (found at https://support.mysquard.com/cancellation-policy/). The service provider may cancel their scheduled Professional Service appointments through the MySquard Platform at any time, subject to the following conditions: (i) if the Service Provider cancels or reschedules the service more than 48 hours before a scheduled Professional Service appointment, there is no cancellation fee; (ii) if the Service Provider cancels or reschedules between 48 to 24 hours before a scheduled Professional Service appointment, the Service Provider will be charged a $10 cancellation fee. The amount is to discourage Service Providers to cancel the orders they have chosen to accept. (iii) if the Service Provider cancels or reschedules between 24 to 4 hours before a scheduled Professional Service appointment, the Service Provider will be charged a $20 cancellation fee. The amount is to discourage Service Providers to cancel the orders they have chosen to accept. (iv) if the Service Provider cancels or reschedules less than 4 hours before a scheduled Professional Service appointment, the Service Provider will be charged a $40 cancellation fee. The amount is to discourage Service Providers to cancel the orders last minute. (v) if the Service Provider fails to cancel or reschedule and simply does not show up to provide a service, the Service Provider will be charged a $50 cancellation fee. The amount is to discourage Service Providers not showing up when customers are waiting for them.

A Professional Service appointment may be canceled or rescheduled through the MySquard application platform.

RELATIONSHIP BETWEEN MYSQUARD AND INDEPENDENT SERVICE PROVIDERS

Independent Service Provider and MySquard agree that this Agreement is between two independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.

MySquard shall report all payments made to Independent Service Providers on a calendar year basis using an appropriate IRS Form 1099 if the volume of payments to Independent Service Provider qualifies. Independent Service Provider agrees to report all such payments to the appropriate federal, state, and local taxing authorities.

MySquard shall not have the right to, and shall not, control the manner of the method of accomplishing a Service to be performed by a Service Provider. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in MySquard have been inserted solely for the safety of Customers and other Independent Service Providers using the MySquard platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.

SAFETY GUIDELINES

Service Providers shall also ensure to carry out daily temperature checks of themselves and their co-workers. Service Providers shall adhere and ensure to take all required safety measures as set by MySquards and the U.S. Centers for Disease Control and Prevention (CDC).

PROPRIETARY RIGHTS AND LICENSES

All trademarks, copyright, database rights, patent, and other intellectual property rights of any nature in the Service Provider App together with the underlying software code, its affiliated content (which may be accessed outside of the Service Provider App on MySquard-controlled webpages), and any and all rights in, or derived from the Service Provider App or the MySquard Platform are proprietary and owned either directly by MySquard or by MySquard’s licensors and is protected by applicable intellectual property and other laws. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Service Provider App in compliance with these Terms and the Agreement. No portion of the Service Provider App may be reproduced in any form or by any means, except as expressly permitted in these Terms. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service Provider App in any manner, and you shall not exploit the Service Provider App in any unauthorized way whatsoever, including, but not limited to, by trespass or burdening network capacity.

MySquard hereby grants you a non-exclusive, non-transferable, non-sublicensable, worldwide, and perpetual revocable license to use the Service Provider App for your lawful use in accordance with these Terms and the Agreement on your Device. MySquard retains all rights, title, and interest in and to the Service Provider App, the MySquard Platform, and its other intellectual property. This license starts on the date that you accept these Terms and install or otherwise use the Service Provider App. The license ends on the earlier date of your disposal of the Service Provider App or MySquard’s termination of the license in accordance with these Terms or the Agreement.

The Service Provider App may request from you any feedback, including but not limited to product or retailer information, or images of receipts or products (“Feedback”). You agree that such Feedback shall be the exclusive property of MySquard and that you will sign all documents necessary to confirm or perfect the exclusive ownership of MySquard to the Feedback. You further agree not to enforce, and otherwise waive to the fullest extent legally possible any moral rights that you may have now or in the future in respect of the Feedback and, to the extent MySquard is not recognized as the owner of Feedback, you agree to grant MySquard a worldwide, perpetual, irrevocable, royalty-free, fee-free, fully transferable and sub-licensable license to use, exploit, or modify the Feedback in any way and for any purpose without payment to you.

INDEMNITY

MySquard agrees to indemnify, protect and hold harmless Independent Service Provider from any and all claims, demands, damages, suits, losses, liabilities, and causes of action arising directly from MySquard’s actions arranging and offering the Service to the Independent Service Provider.

Independent Service Provider agrees to indemnify, protect and hold harmless MySquard, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state and local laws, with respect to Independent Service Provider and Independent Service Provider’s Personnel.

Independent Service Provider shall be responsible for, indemnify and hold harmless MySquard, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of Independent Service Provider’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

MUTUAL ARBITRATION PROVISION

Independent Service Provider and MySquard mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, Independent Service Provider’s classification as an independent contractor, Independent Service Provider’s provision of a Service to Customers, the payments received by Independent Service Provider for providing services to Customers, the termination of this Agreement, and all other aspects of Independent Service Provider’s relationship with MySquard, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Customer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Independent Service Provider’s relationship or the termination of that relationship with MySquard. The parties expressly agree that this Agreement shall be governed by the FAA even in the event Independent Service Provider and/or MySquard are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which the Independent Service Provider operates shall apply.

If either Independent Service Provider or MySquard wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, (3) a description of the remedy sought, and (4) the amount in controversy. Any demand for arbitration by Independent Service Provider must be delivered to 2501 Good Hope Rd SE, Washington DC 20020.

Arbitration Class Action Waiver. Independent Service Provider and MySquard mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action, and/or representative action—including but not limited to actions brought pursuant to the Private Attorney General Act (“PAGA”), California Labor Code section 2699 et seq., and any request seeking a public injunction—and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration (“Arbitration Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the CPR Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void, or voidable, and all disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. For sake of clarification only, nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.

Independent Service Provider agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Independent Service Provider’s status as an independent contractor in fact and in law, that Independent Service Provider is not an employee of MySquard or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.

Any arbitration shall be governed by the CPR Administered Arbitration Rules and, when applicable, the CPR Employment-Related Mass-Claims Protocol (together, the “CPR Rules”) of the International Institute for Conflict Prevention & Resolution, except as follows:

The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the CPR Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of Independent Service Provider’s residence as of the effective date of this Agreement.
The CPR fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, in the event that MySquard and Independent Service Provider have agreed to this Mutual Arbitration Provision, MySquard and Independent Service Provider shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but Independent Service Provider’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. MySquard shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.
The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
Either Independent Service Provider or MySquard may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. MySquard will not retaliate against Independent Service Provider for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. Disputes between the parties that may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.

Independent Service Provider’s Right to Opt-Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of Independent Service Provider’s contractual relationship with MySquard, and therefore Independent Service Provider may submit a statement notifying MySquard that Independent Service Provider wishes to opt-out and not be subject to this MUTUAL ARBITRATION PROVISION. In order to opt-out, Independent Service Provider must notify MySquard in writing of Independent Service Provider’s intention to opt-out by sending a letter, by First Class Mail, to General Counsel, 2501 Good Hope Rd SE Washington DC 20020

Any attempt to opt-out by email will be ineffective. The letter must state Independent Service Provider’s intention to opt-out. In order to be effective, the Independent Service Provider’s opt-out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by Independent Service Provider himself/herself, and not by any agent or representative of the Independent Service Provider. The letter may opt-out, at most, only one Independent Service Provider, and letters that purport to opt-out multiple Independent Service Providers will not be effective as to any. No Independent Service Provider (or his or her agent or representative) may effectuate an opt-out on behalf of another Independent Service Provider. If Independent Service Provider opts out as provided in this paragraph, Independent Service Provider will not be subject to any adverse action from MySquard as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Independent Service Provider does not opt-out within 30 days of the effective date of this Agreement, Independent Service Provider and MySquard shall be deemed to have agreed to this Mutual Arbitration Provision. Independent Service Provider has the right to consult with counsel of Independent Service Provider’s choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).

This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

15. LITIGATION CLASS ACTION WAIVER

To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section 14, Independent Service Provider agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because Independent Service Provider opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and Independent Service Provider agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney general action, or in any proceeding in which Independent Service Provider acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Independent Service Provider further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void, or voidable, the remainder of this Agreement shall remain in full force and effect.

16. TERMINATION OF THIS AGREEMENT

Either party may terminate this Agreement at will. MySquard may terminate this Agreement and deactivate Independent Service Provider Service Providers’ account at will or for a material breach of this Agreement. Notwithstanding any other provision in this Agreement, MySquard reserves the right to modify reasons for Independent Service Provider Service Providers’ account if, in MySquard’s good faith and reasonable discretion, it is necessary to do so for safe and/or effective operation of the MySquard platform. MySquard shall provide notice of any such changes inside of the app.

Independent Service Provider’s and MySquard’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon MySquard’s provision of notice to Independent Service Provider via e-mail.

17. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed, or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes or amendments, Independent Service Provider shall have the right to discuss any proposed changes with MySquard and consider whether to continue his/her contractual relationship with MySquard. This Agreement supersedes any prior contract between the parties. To the extent, MySquard’s Customer facing Terms and Conditions Agreement (or updated Customer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the Customer facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without the written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that MySquard may assign its rights and obligations under this Agreement to an affiliate of MySquard or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to MySquard shall be deemed to include such successor(s).

The failure of MySquard or Independent Service Provider in any instance to insist upon strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term shall continue in full force and effect.

18. CAPTIONS

Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

19. WAIVER AND SEVERABILITY

Any waiver by MySquard of any provision of these Terms must be in writing. If any portion of this Agreement is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be superseded by a valid, enforceable provision that matches the intent of the original provision as closely as possible. The remainder of this Agreement shall continue to be enforceable and valid according to the terms contained herein.

20. VIOLATION OF THE AGREEMENT

Except as provided by your Partner Agreement, MySquard reserves the right to seek all remedies available at law and in equity for violations of the Agreement, including without limitation the right to block access to the Service Provider App from a particular device and/or IP address.

21. GOVERNING LAW

Except for the Mutual Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section 14, shall be the rules of law of the state in which Independent Service Provider performs the majority of the services covered by this Agreement.

22. FORCE MAJEURE

If the performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party’s reasonable control (“Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

23. NOTICES

All notices, demands, and communications required or permitted in connection with this Agreement shall be in writing and shall be deemed effectively given in all respects upon personal delivery or, if mailed, by registered or certified mail, postage prepaid, return receipt requested, or by overnight courier, the receipt of which is confirmed, addressed to the party hereto at the address set forth in the first paragraph of the Agreement (or such other address for a party as shall hereafter be specified by like notice). Either party hereto may from time to time change its notification address by giving the other party hereto prior written notice of the new address and the effective date thereof.

As a Service Provider, while using the Service Provider App you may be able to use Google Maps in-app navigation services while performing Services. If you do so, you agree that Google may collect your location data when the Service Provider App is running in order to provide and improve Google’s services, that such data may also be shared with MySquard in order to improve its operations, and that Google terms and privacy policy will apply to this usage. You can also use any other navigation app outside the Service Provider App or none at all.

24. DISCLAIMER

THE APP, THE MATERIALS, AND ALL OTHER CONTENT ON THE APP ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM, WITH RESPECT TO THE MATERIALS AND ALL OTHER CONTENT ON THE SITES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MYSQUARD DOES NOT REPRESENT OR WARRANT THAT THE APP, THE MATERIALS, AND/OR THE OTHER CONTENT ON THE APP WILL BE SECURE, UNINTERRUPTED, AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE APP, THE MATERIALS, AND/OR OTHER CONTENT ON THE APP ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. MYSQUARD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, THE MATERIALS, AND/OR ANY OTHER CONTENT ON THE APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE QUALITY AND/OR TIMING OF THE PRODUCTS OR OTHER PRODUCTS ORDERED ON THE APP. YOU (AND NOT MYSQUARD) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE APP, THE MATERIALS, AND/OR OTHER CONTENT ON THE APP. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.

YOU AND MYSQUARD AGREE THAT THE WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY IN THIS AGREEMENT ARE MATERIAL, BARGAINED-FOR BASES OF THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO THIS AGREEMENT. YOU AND MYSQUARD AGREE THAT THE WARRANTY DISCLAIMERS IN THESE TERMS OF USE AND THE LIMITATIONS OF LIABILITY IN YOUR PARTNER AGREEMENT ARE FAIR AND REASONABLE.

IF YOU ARE DISSATISFIED WITH THE APP OR DO NOT AGREE TO ANY PROVISIONS OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE APP, EXCEPT AS MAY BE OTHERWISE PROVIDED FOR IN THIS SECTION.

25. CHANGES AND UPDATES

MySquard may from time to time modify these terms. When MySquard does so, MySquard will post the most current version of the terms and, if a revision to the terms is material, MySquard will notify you of the new terms by e-mail or a notification on the App. Modification to these terms will not apply retroactively. If you do not agree to the modified terms, you should discontinue your use of the App.

You understand that MySquard may, at its sole discretion, provide updates and changes to the Service Provider’s App and that is your responsibility to update the App when updates are available. MySquard is not liable for any loss that you may suffer as a result of your failure to update.

MySquard shall allow Independent Service Providers to create and set up their own custom menus and prices to be reflected on the MySquard platform. A customer service charge of 30% is automatically added on top of the price of the service and that reflects into the final price of a service shown in the Customer app. MySquard shall retain the fee and the service provider shall retain their set price. For example, if a service provider sets the price of a service as US$20, the system automatically adds 30% and in their MySquard store, the cost of this service will be US$26 for the customer. MySquard shall retain US$6 and the service provider shall retain US$20.

Service Providers can not request special favors such as tips, money, or anything outside the MySquard application set system.

MySquard reserves the right to charge the Service Provider commission or service fees for the use of the website and such fees shall be subject to change at any time by MySquard.

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