Name: End User License Agreement (Contractor
Terms of Use)
Description: This is an agreement between LiveScaper and independent contractors seeking to sell
their services through the LiveScaper App.
LiveScaper Contractor Terms of Use and End
User License Agreement
Effective Date: October 29, 2021
Welcome to LiveScaper
This Terms of Use and End User License
Agreement ("Agreement") is made between you and LiveScaper
("we", "us", "our").
This Agreement limits your legal rights and
our liability to you and imposes legal obligations on you. These obligations
are accepted, by you, upon entering this Agreement.
Please read the following terms and
conditions within this Agreement carefully before choosing to "Accept"
or "Not Accept". By clicking "Accept," or by accessing and
using the App (as will be defined), or by booking a LiveScaper
Service Provider or by receiving any services booked through the App, you are
entering into a binding legal contract with us. If you do not accept and agree
to all the terms and conditions in this Agreement, please do not click "Accept".
This Agreement applies equally to the App,
and all Services booked or made available through the App. All references
herein to the App will be deemed to apply to the App, and all references to
Services and related matters will apply to all such matters.
This Agreement applies to and legally binds
Contractors, and you become a Contractor upon any one or more of the following:
clicking "Accept", using the App, booking Services, or receiving
Services. Customers are required to enter into a separate agreement with us,
and with you. This Agreement does not amend or terminate in any way any other
agreement you may have with us.
You agree that you enter into this Agreement as an
independent contractor, as defined below. You warrant and represent to us that
you are of the full age of 19 years, or the age of majority in your
jurisdiction, whichever is higher. If you are under the age of majority,
you cannot enter into this Agreement. This Agreement commences after you click "I
Accept". Capitalized terms in this Agreement have the meanings defined
below.
We may change the terms and conditions of this
Agreement at any time upon 15 days’ notice. Notice may be validly given by
email or text message, whether you receive, open or
download the message containing such notice, or by posting in the App.
Notice will be deemed to be given by us and received by you upon our
sending the email or text message providing such notice or posting the notice
in the App. Your continued use of the App or booking or receipt of Services
following such notice will be conclusively deemed to confirm your acceptance of
the changes to this Agreement as stated in the notice sent to you.
1. DEFINITIONS
1.1 Below are the defined terms generally used in
this Agreement, which may be used in both the singular and the plural, if and
where applicable:
"App" refers to our proprietary
application and includes the Website and the use of the Website,
unless it is stated otherwise.
"Job" refers
to an online form submitted by a Customer on the LiveScaper
App. The job is the posted through the App/Website and made available to you,
the Service Provider, to potentially accept.
"Change Order" refers
to a change or cancellation of a Service Contact by you, us, or the Customer,
which will be sent by email or text communication.
"Fees" refers
to all payments and charges you as the Service Provider agree to make to
utilize the services provided by us, the company.
"Customer" refers
to any one or more persons, consumers, homeowners, property owners, occupants
of real property, clients, or companies which request and order Services for
themselves or a third party through the App or the Website.
"Customer Requirements"
refers to the specifications and requirements for
the Services which are specified by the Customer in a job request, and which
become part of the Service Contract when accepted pursuant to a Statement of
Work or other agreement by you to provide the Services in compliance with this
Agreement.
"Service Contract" refers
to the arrangement pursuant to which you agree to provide Services as LiveScaper Service Provider to a Customer as detailed by a
Statement of Work.
"Service Provider" refers to the independent
sub-contractor that performs the Services.
"Services" refers
to the services offered or made available by you as a LiveScaper
Service Provider using the App and available to be selected from our
established serviced offered which may be updated as our discretion due to
demand for new Services and includes Services you agree in a Service Contract
to provide. Services are provided by LiveScaper Service Providers and at the current time
include snow removal, lawn mowing, and weed removal.
"Statement of Work" refers to any
electronic communication contained or derived from a Customer’s
job request submitted through the App, or by email, text, and any other means
of communication. Acceptance of a job request by you forms a Service Contract
between you and the Customer. Generally, a Statement of Work will generally
include your name, address, phone number, location of where the Services are to
be provided, and details specifying the Services required.
2. SERVICES
2.1 Services
a) The purpose of the App is to provide a
convenient, quick, and easy way for you and other Service Providers to connect
with Customers who need services you provide. Our App acts as a third-party
marketplace, where our Customers can post job listings
and be connected to Service Providers who they can enter a Service Contract
with. Though we expect the Service Providers using our App to provide
exceptional service as well as act in a respectful and professional manner, the
Services are provided by independent contractors and are not under our direct
control as employees or agents
b) Services may only be accepted through our App.
You can accept a Job on the App and receive the needed information to complete
the Job you have accepted which include duration and difficulty of the Job,
contact information of the Customer, and location of the Job.
c) Once your Bid has been accepted by a Customer, it becomes a Service Contract which you enter into
directly with the Customer, subject to the terms and conditions of this
Agreement as to the manner in which your Service Contract with that Customer is
formed and is to be performed. You may be liable under the Service
Contract for all applicable Fees. Otherwise, we are merely a conduit for
information and payments, and not a party to any Service Contract between you
and the Customer.
d) Once a Customer has
requested Services through the App, the App will list this Job as available to
be picked up by you, the Service Provider, so long as you have listed yourself
as able and available to provide the required Services. We reserve the right to
program the App to match you with Customers based on information collected by
us such as geographical location. We also reserve the right to use intangible
information and other information not known to you as a means of matching you
with a Customer.
e) Before entering into a Service Agreement with
any Customer you agree to provide evidence of compliance with all requirements
of any applicable worker’s compensation, legislation, and regulations. In
addition, you are responsible for ensuring that all employees and
sub-contractors working for or under you are properly trained for the services
that are being provided. You accept full responsibility for compliance with all
workplace safety legislation and regulation.
f) You agree that we are entitled to a portion of
the payments made by Customers for the Services you provided as compensation
for the use of our App.
g) As a registered user of the App, you agree that
you may have feedback provided about the Services you provided, and a rating
may be applied by the Customer to your profile on the App.
h) You acknowledge and agree that Customers who
request Services through our App may or may not be fully insured or have other
applicable coverage on their homes, vehicles, or other property that you may
interact with while performing Services. We provide no guarantee of these
coverages, and by acknowledging this you agree that you enter Service Contracts
and provide Services to Customers entirely at your own risk.
i) You warrant and represent that you will
carefully, fully, and completely review each Job to which you agree to provide
Services for accuracy, errors, omissions, and incorrect information before
agreeing to provide the Services. Although we will make reasonable efforts to
ensure the accuracy of requests and correct any errors or misunderstandings
that may be discovered after the Job is accepted, it may not always be possible
to do so, and we will not be liable to you for any damages whatsoever arising
out of errors or omissions in reviewing and accepting a Job.
j) We will have no liability to you whatsoever for
any failure of the App to process or deliver notification that you have
accepted a Job, or to deliver communication, including acceptance of a Job, to
the Customer. We retain the right to withdraw or terminate a Service Contract
at any time, without notice to you and we also reserve the right to contact you
and request modifications to a Service Contract at any time. If we request
modifications and you do not accept them, we reserve the right to terminate the
Service Contract.
k) Acceptance of a Job by you does not guarantee
that you will provide the Services, and we reserve the right to change you as
the referred Service Provider at any time and for any reason.
l) We will not be liable to you for any damages
whatsoever due to force majeure, or any other circumstances of any kind beyond
our reasonable control, or that of any Customer, that may delay the provision
of Services, or prevent the delivery of Services, or require modification to
the Services.
2.2 Cancellation: You
may communicate your intent to cease providing services under this Agreement at
any time by providing written notice to LiveScaper.
You will be required to complete all Service Contracts that you agreed to prior
to providing written notice. Your other obligations under this Agreement,
including but not limited to those under sections 3, 4, 5, 6, 7, 8, 10, and 11
remain after you cease providing services under this Agreement.
2.3 Change Orders:
We may provide you with a Change Order to a Service Contract or Statement of
Work at any time without notice, whether because of changes requested by you,
or by a Customer. You agree to review any Change Order
immediately upon receipt. If you do not agree to modify the Services as stated
in a Change Order, you must notify us immediately and we may, at our sole
discretion, provide a different modification or cancel the Service Contract or Statement
of Work entirely.
2.4 Policies, Procedure, and Requirements:
You agree to uphold all policies, procedures, and requirements that may be
implemented by us at any time.
2.5 The Companies
Responsibility: Subject to the terms and conditions of this
Agreement, you acknowledge that you as the Service Provider that has accepted a
service request will be responsible for performing the Services.
2.6 Equipment:
You are responsible for providing any equipment or material needed to complete
the Services requested. In addition, you are responsible for ensuring the safe
use and operation of all equipment needed to complete the Services.
2.6 Safety:
a) LiveScaper is
responsible for taking reasonable safety measures that are within our control
and are also required by law.
b) You agree to take every reasonable measure to
guarantee the safety of you, your employees if applicable, Customers, or any
other third-party persons who you may interact with while providing Services.
2.7 Fees:
LiveScaper will pay you the agreed upon Fees upon
completion of the Services as outlined and quoted by the Service Agreement.
2.8 Compliance with Applicable
Laws: Your use of the App and any interactions, dealings,
or Service performed will in all cases be in compliance with
all applicable laws, regulations, and legislation.
2.9 Honest Performance and
Good Faith: You agree that you have a duty of honest
performance and good faith with respect to this Agreement, Service Contracts,
Statements of Work, and performance of your obligations under this Agreement,
and you will not breach any such duty.
3. GRANT OF LICENSE TO THE APP
3.1 Copyright:
The entire contents of the LiveScaper
App are copyrighted, unless otherwise indicated. This includes all software,
algorithms, scripts, tools, data information, trademarks, graphics, or content
of any kind that is displayed or made available through the App.
3.1 Grant of Use
a) This agreement grants you limited license to use
the App for its intended purpose. This does not allow you the right to
sub-license any of the previously mentioned content.
b) All rights are reserved, and content may not be
reproduced, downloaded, published, or transferred in any form without the
direct permission of LiveScaper.
c) All rights not expressly granted in this
Agreement are reserved exclusively to us. The App is licensed, not sold, and
you do not own the App, or any right, title, or interest therein, other than
the foregoing limited license.
d) This Agreement is for licenses and services and
is not a sale of goods. You may not use the App as a service bureau, reseller,
distributor, or sales agent for goods or services.
e) You acknowledge and agree that the App is
subject to copyrights and other intellectual property rights, and you will not
run, copy, distribute, publish, rent, display or use
the App except as permitted in this Agreement. You will not reverse
engineer, decompile or otherwise attempt to discover the source code to the
App.
4. PROHIBTION AND ACCEPTABLE
USE
4.1 Acceptable Use: The
App will be used only for lawful purposes, as outlined
and permitted in this Agreement, and in any event you will not:
a) post, upload, transmit, display, send, or
otherwise make available to any other person any information or content that:
i)
is illegal, fraudulent, unlawful, infringing on intellectual property rights or
copyright, discriminatory, racially, sexually, ethnically, or religiously
offensive, sexist, racists, defamatory, abusive, threatening, including any
form of hate speech, or violates any provincial or federal laws and regulations.
ii) invades or violates the privacy of any
individual, misrepresents the personality of any individual, or collects, uses,
or distributes personal information in an unlawful manner.
iii) that constitutes a pyramid scheme or similar
content, including solicitation to buy any good or service, make any
investment, or enter a contract other than those permitted by this agreement.
b) do anything that puts at risk the App in any
way, or that interferes with the function of the App for other Customers or LiveScaper Service Providers.
5. JURISDICTION AND DISPUTE
RESOLUTION
5.1 This agreement will be made in British Columbia
and will be governed by and in accordance with the law of the Province of
British Columbia and the applicable laws of Canada, excluding any conflict of
laws rules that might otherwise require the application of the laws of another
jurisdiction. Regardless of your place of residence or jurisdiction in which
you reside, whether permanently or temporarily, you submit to the exclusive
jurisdiction of the courts of the Province of British Columbia, sitting at
Kelowna, British Columbia as applicable. You agree to bring no action or seek
to resolve any dispute with us in any other jurisdiction, and to not seek
arbitration of any such dispute without our consent, and to not commence any
action against us by a class proceeding.
6. TERM AND TERMINATION
6.1 Effect:
This Agreement comes into effect upon your acceptance of this Agreement. It
will continue to be in-effect indefinitely unless terminated in accordance with
the Agreement as outlined below.
6.2 Termination by You:
This Agreement may be terminated by you at any time through given notice via
the App, text message, email, mailing address, or contact information that has
been confirmed to be acceptable by us.
6.3 Termination by Us: We
reserve the right to suspend or terminate this Agreement without notice or
liability to you at any time.
7. LEGAL RELATIONSHIP
7.1 Independent Contractor: You agree to work as an independent
contractor, not an employee or partner in/of LiveScaper.
We are therefore not entitled to provide to you any benefits such as
workers compensation, unemployment insurance, or compensation. You are not
entitled to make any statements about us or on our behalf as employees. This
Agreement does not make you a partner in the company or grant you exclusive
rights over any other contactor that may enter into the same Agreement with us.
8. IDEMNITY
8.1 Obligation to Indemnify: You
agree to defend, indemnify, and hold harmless LiveScaper
and any employees, directors, officers, agents, and investors against all
direct or indirect claims, actions, suits, demands, causes of action,
proceedings, judgements, losses, or damages of any kind arising from:
a) any claim arising from your negligence, breach
of contract, misconduct, criminal, illegal, or unlawful conduct.
b) any breach of this Agreement by you.
c) any claim against us pertaining to Services
provided by you as a Service Provider.
8.2 Application of Insurance:
The foregoing indemnity shall apply regardless of whether you have obtained
insurance coverage, or otherwise have, or do not have, insurance coverage.
9. INSURANCE
9.1 Insurance:
You must acquire insurance policies that are satisfactory to us and maintain
these policies so long as you are bound by this Agreement. At the very least
you must carry the following:
a) workers compensation
b) commercial auto insurance
c) general liability insurance of no less than $1,000,000.
10.DISCLAIMERS AND LIMITATIONS
UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU,
OR ANYONE CLAIMING THROUGH YOU, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR INJURY, DEATH, LOSS OF OR DAMAGE TO PROPERTY,
INCLUDING REAL PROPERTY AND PERSONAL PROPERTY, CHATTELS AND INTANGIBLE
PROPERTY, ECONOMIC LOSS, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR EQUIPMENT FAILURE OR MALFUNCTION,
OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM THIS AGREEMENT,
THE SERVICES, ANY STATEMENT OF WORK, THE ACTIONS, ERRORS OR OMISSIONS OF
ANY LIVESCAPER SERVICE PROVIDER, OR ANY CHANGE ORDER. UNDER NO
CIRCUMSTANCES SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT OR ANY STATEMENT
OF WORK, OR ANY CHANGE ORDER OR OTHERWISE EXCEED THE TOTAL OF ALL FEES ACTUALLY
PAID BY YOU TO US UNDER STATEMENTS OF WORK APPLICABLE TO YOU DURING THE ONE-MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIMS. EXCEPT AS
SPECIFICALLY STATED IN THIS AGREEMENT, THE APP, ALL SERVICES, ALL STATEMENTS OF
WORK, AND CHANGE ORDERS ARE PROVIDED STRICTLY "AS IS", "WHERE IS"
AND "AS AVAILABLE". WE MAKE NO REPRESENTATIONS, CONDITIONS, OR
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.
11. GENERAL TERMS
11.1 Entire Agreement: This
Agreement, and any other documents required to be delivered pursuant to this
Agreement, including any applicable Statements of Work and Change Orders, and
our Privacy Policy constitute the entire agreement between you and us, and set
out all of the covenants, promises, warranties, representations, conditions and
agreements between you and us with respect to the rights granted and
obligations assumed herein and therein and supersede all prior agreements,
understandings, negotiations and discussions, whether oral or written, pre-contractual
or otherwise. There are no covenants, promises, warranties, representations,
conditions or other agreements, whether oral or written, pre-contractual or
otherwise, express, implied or collateral, between you and us in connection
with the subject matter of this Agreement except as specifically set forth in
this Agreement and any document required to be delivered pursuant to this
Agreement. In the event of any conflict or inconsistency between this
Agreement and any Statement of Work, Change Order, or other document required
to be delivered pursuant to this Agreement, the terms and conditions of this
Agreement will prevail and take priority to full extent of any such conflict or
inconsistency.
11.2 Waiver: No
waiver by us of your performance, or any default in your performance of any
provision, condition or requirement herein shall be a waiver of, or in any
manner release you from performance of, such provision, condition or
requirement unless such waiver is executed in writing by us, and such waiver
shall not be, and shall not be considered to be, a waiver of any other default
or provision, condition or requirement herein, nor shall any such waiver be a
waiver of, or in any manner a release of, you from future performance of such provision,
condition or requirement, unless it expressly so states. Any delay in
exercising or failure to exercise any right, remedy, power or privilege
hereunder on our part shall not operate as a waiver thereof nor impair the
exercise of any such right, remedy, power or privilege or any other right,
remedy, power or privilege accruing to us thereafter. Our failure to perform
our obligations hereunder shall not release you from the performance of your
obligations.
11.3 Severance: Every
provision outlined in this Agreement is meant to be severable. If any
provision, person, entity, or circumstance is found to be illegal, invalid, or
unenforceable the remainder of this Agreement, and its application, to any
person, entity, or circumstance shall not be affected.
11.4 Amendment:
No change, modification, or amendment to this Agreement made without our
consent is binding. All changes, modifications, or amendments made to this
Agreement must be written and executed by us.
11.5 Assignment: This
Agreement is binding only to you. You are not permitted to transfer or assign
this Agreement, and the obligations and benefits outlined by the Agreement, to
another party. Any assignment or transfer by you will be void.