Independent Contractor Agreement

Independent Contractor Agreement- United States

My Smart App Smarter (SP)s

Last Updated: January 2022

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and My Smart App, Inc. (“MY SMART APP,” “COMPANY,” “we,” “us,” or “our”). CONTRACTOR may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XII, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XII, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING THE MY SMART APP PLATFORM AS A SMARTER (SP), YOU AGREE TO BE BOUND BY (1) THIS AGREEMENT, (2) MY SMART APP E-SIGN CONSENT AGREEMENT, (3) MY SMART APP SMARTER (SP) PRIVACY POLICY, AND (4) MY SMART APP CUSTOMER TERMS OF SERVICE.

RECITALS

MY SMART APP is a company that provides an online Services provider platform using web-based technology that connects Service Providers, Suppliers and/or other businesses, and Users (“MY SMART APP platform” or “platform”). MY SMART APP’s software permits registered users to place orders for Service and/or other Material from various Suppliers and businesses. Once such orders are made, MY SMART APP software notifies contractors that a Service Opportunity is available, and the MY SMART APP software facilitates completion of the Service. MY SMART APP is not a Service provider, material Service, or Equipment preparation business.

CONTRACTOR is an independent provider of Service and other services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. 

CONTRACTOR possesses all equipment and personnel necessary to perform the Service and any other services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive Service opportunities made available through MY SMART APP'S platform. CONTRACTOR understands and expressly agrees that they are not an employee of MY SMART APP or any Company, other business or Customer and that they are providing Service and other services on behalf of themself and their business, not on behalf of MY SMART APP. CONTRACTOR understands (i) they are free to select the times they wish to be available on the platform to receive Service opportunities; (ii) they are free to negotiate their compensation by among other things accepting or rejecting the opportunities transmitted through the MY SMART APP platform by Customers, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.

In consideration of the above, as well as the mutual promises described herein, MY SMART APP and CONTRACTOR (collectively “the parties”) agree as follows:

I. PURPOSE OF THE AGREEMENT

1. This Agreement governs the relationship between MY      SMART APP and CONTRACTOR and establishes the parties’ respective rights      and obligations. In exchange for the promises contained in this Agreement,      CONTRACTOR shall have the right and obligation to perform the “Contracted      Services” as defined herein. However, nothing in this Agreement requires      CONTRACTOR to perform any particular volume of Contracted Services during      the term of this Agreement, and nothing in this Agreement shall guarantee      CONTRACTOR any particular volume of business for any particular time      period.

1. CONTRACTOR shall have no obligation to accept or      perform any particular “Service Opportunity” (as that term is defined      herein) offered through the MY SMART APP platform. However, once a Service      Opportunity is accepted, CONTRACTOR shall be contractually bound to      complete the Contracted Services in accordance with all Customer and      merchant specifications and the terms laid out in this Agreement.

II. CONTRACTOR'S OPERATIONS

1. CONTRACTOR represents that they operate an independently      established enterprise that provides Service and other services, and that      they satisfy all legal requirements and have all necessary licenses and      permits necessary to perform any services contemplated by this Agreement.      As an independent contractor/enterprise, CONTRACTOR shall be solely      responsible for determining how to operate their business and how to      perform the Contracted Services.
2. CONTRACTOR agrees to provide MY SMART APP with      information that is true and accurate, and to promptly inform MY SMART APP      should any information require updating.
3. CONTRACTOR agrees to fully perform the Contracted      Services in a timely, efficient, safe, and lawful manner. MY SMART APP      shall have no right to, and shall not, control the manner, method or means      CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR      shall be solely responsible for determining the most effective, efficient,      and safe manner to perform the Contracted Services, including determining      the manner of Service providing Service, and route selection.
4. As an independent business enterprise, CONTRACTOR      retains the right to perform services (whether Service services or other      services) for other businesses, and CONTRACTOR represents that they      advertise and hold themself out to the general public as a separately      established business. The parties recognize that they are or may be      engaged in similar arrangements with other businesses to supply the same      or similar services and nothing in this Agreement shall prevent CONTRACTOR      or MY SMART APP from doing business with others. MY SMART APP does not      have the right to restrict CONTRACTOR from performing services for      Contractor's own business, other businesses, customers, or Customers at      any time, even if such business directly competes with MY SMART APP, and      even during the time CONTRACTOR is logged into the MY SMART APP platform      so long as such services do not otherwise violate this agreement.      Contractors right to compete with MY SMART APP or perform services for      businesses that compete with MY SMART APP, will survive even after      termination of this Agreement.
5. CONTRACTOR is not required to purchase, lease, or rent      any products, equipment or services from MY SMART APP as a condition of      doing business with MY SMART APP or entering into this Agreement.
6. CONTRACTOR agrees to immediately notify MY SMART APP in      writing at www.My-smartapp.com/help/ if Contractors right to      control the manner or method they use to perform services differs from the      terms contemplated in this Section.
7. When signing up to be a user of the MY SMART APP      platform, Contractor's information will be used to create an account.      CONTRACTOR may not sign up to be a Smarter more than once by creating      multiple accounts.
8. CONTRACTOR acknowledges that when engaging with the MY      SMART APP platform on a mobile device, data usage and rates may apply.
9. By using the MY SMART APP platform, CONTRACTOR also      agrees to be bound by the MY SMART APP Customer Terms of Service and that      any breach of the MY SMART APP Customer Terms of Service will be      considered a breach of this Agreement. However, to the extent that this      Agreement and the MY SMART APP Customer Terms of Service conflict, the      terms of this Agreement shall govern.
10. To prevent unauthorized access to Contractors account      and to prevent unauthorized use of the MY SMART APP platform, CONTRACTOR      agrees to protect and keep confidential their email, phone number,      password, or other means of accessing their account via the MY SMART APP      platform. CONTRACTOR acknowledges that unauthorized use of Contractor's      account, email, phone number and password could lead to financial loss and      access to Contractor's sensitive personal and account information. If      CONTRACTOR discloses their account information, user ID, and/or password      to any person or entity, CONTRACTOR assumes all risks and losses      associated with such disclosure. If CONTRACTOR believes someone may      attempt to use or has accessed Contractor's account without Contractor's      permission, or that any other unauthorized use or security breach has      occurred, CONTRACTOR agrees to immediately notify us at www.My Smart      App.com/help/.

III. CONTRACTED SERVICES

1. From time to time, the MY SMART APP platform will      notify CONTRACTOR of the opportunity to complete Service to Customer in      accordance with orders placed by Customer through the MY SMART APP      platform or directly from User or other businesses (each of these is      referred to as a "Service Opportunity"). CONTRACTOR agrees by      logging into the MY SMART APP platform as a Service provider, CONTRACTOR      is making themself available to receive Service Opportunities, which      CONTRACTOR may accept or reject. For each Service Opportunity accepted by      CONTRACTOR ("Contracted Service"), CONTRACTOR agrees to proceed      to the retrieve the order in a safe and timely fashion, ensure the order      is accurately filled according to the Customer, Hardware, and/or business      specifications, and complete Service of the order to Customer in a safe      and timely fashion without taking any action that would change the quality      or presentation of the items being delivered and while adhering to      reasonable expectations on Work safety, quality and health standards as      required by the Customer or other businesses and/or applicable law. A      Service Opportunity is considered complete when the order has been      delivered to the ordering party, or, and only when applicable, placed in a      designated area as selected by the Customer, in addition to any other task      required for completion of the Service. CONTRACTOR agrees to timely mark a      Service as completed through the MY SMART APP platform upon Service of the      order to the ordering party.
2. CONTRACTOR understands and agrees that the parameters      of each Contracted Service are established by the Customer, Hardware,      and/or other business, not MY SMART APP, and represent the result desired,      not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR      has the right to cancel a Contracted Service when, in the exercise of      Contractor's reasonable discretion and business judgment, it is      appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to      maintain both a customer rating and a completion rate found here as of the      date this Agreement becomes effective. Failure to satisfy this obligation      constitutes a material breach of this Agreement, and MY SMART APP shall      have the right to terminate this Agreement and/or deactivate CONTRACTOR'S      account.
3. CONTRACTOR acknowledges that MY SMART APP has      discretion as to which, if any, Service Opportunity to present to      CONTRACTOR, just as CONTRACTOR has the discretion whether and to what      extent to accept any Service Opportunity.
4. CONTRACTOR warrants that CONTRACTOR is engaged in      Contractor's own business, separate and apart from MY SMART APP’S      business, which is to provide an online marketplace platform using      web-based technology that connects contractors, Hardware’s and/or other      businesses, and Customers.
5. CONTRACTOR authorizes MY SMART APP, while a Contracted      Service, to communicate with CONTRACTOR, Customer, and/or Hardware or      other business to assist CONTRACTOR, or facilitate direct communication      between CONTRACTOR and the Customer, Hardware, and/or business, to the      extent permitted by CONTRACTOR, in facilitating deliveries. However, under      no circumstances shall MY SMART APP be authorized to control the manner or      means by which CONTRACTOR performs Service services or other services      contemplated under this Agreement. This includes, but is not limited to,      the following:
6. MY SMART APP does not require any specific type, or      quality, of Contractor's choice of transportation.
7. CONTRACTOR does not have a supervisor or any individual      at MY SMART APP to whom they report.
8. CONTRACTOR is not required to use any signage or other      designation of MY SMART APP on their vehicle or person at any point in      their use of the platform to perform the Contracted Services.
9. MY SMART APP has no control over Contractor's personal      appearance.
10. CONTRACTOR does not receive performance evaluations by      MY SMART APP.
11. CONTRACTOR may use whatever payment method they choose      to purchase Service to be delivered to Customers, including but not      limited to Contractor's personal credit or debit card, cash, or a prepaid      card.
12. In the event CONTRACTOR fails to fully perform any      Contracted Service (a "Service Failure") due to Contractor's      action or omission, CONTRACTOR shall forfeit all or part of the agreed      upon fee for that service. If CONTRACTOR disputes responsibility for a      Service Failure, the dispute shall be resolved pursuant to the      "Payment Disputes" provision below.
13. CONTRACTOR agrees to immediately notify MY SMART APP in      writing by submitting a Support inquiry through https://help.My-smartapp.com/s/     if Contractor's services or scope of work differ in any way from what is      contemplated in this Section.

IV. CONTENT

1. Parts of the MY SMART APP platform enable CONTRACTOR to      provide feedback, text, photos, audio, video, information, and other      content (collectively,“Content”). By providing Content, in whatever form      and through whatever means, CONTRACTOR grants MY SMART APP a      non-exclusive, worldwide, royalty-free, irrevocable, perpetual,      sub-licensee and transferable license to copy, modify, prepare derivative      works of, distribute, publish and otherwise exploit, that Content, without      limitation. If Content includes personal information, MY SMART APP’s Privacy      Policy describes how MY SMART APP uses that personal information.      Where MY SMART APP pays for the creation of Content or facilitates its      creation, MY SMART APP may own that Content, in which case supplemental terms      or disclosures will say that. CONTRACTOR is solely responsible for all      Content that CONTRACTOR provides and warrants that CONTRACTOR either own      it or is authorized to grant MY SMART APP the rights described in these      Terms. CONTRACTOR is responsible and liable if any of CONTRACTOR’s Content      violates or infringes the intellectual property or privacy rights of any      third party. Content that is, among other things, discriminatory, obscene,      harassing, deceptive, violent, or illegal is prohibited, and Content must      comply with all applicable MY SMART APP policies, including but not      limited to the MY SMART APP Content Policy. CONTRACTOR agrees that MY      SMART APP may make available services or automated tools to translate      Content and that CONTRACTOR’s Content may be translated using such      services or tools. 

V. RELATIONSHIP OF PARTIES

1. The parties acknowledge and agree that this Agreement      is between two co-equal, 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      ventures, 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.
2. MY SMART APP shall not have the right to, and shall      not, control the manner or the method of accomplishing Contracted Services      to be performed by CONTRACTOR. The parties acknowledge and agree that      those provisions of the Agreement reserving ultimate authority in MY SMART      APP have been inserted solely for the safety of Customers and other      CONTRACTORS using the MY SMART APP platform or to achieve compliance with      federal, state, or local laws, regulations, and interpretations thereof.
3. MY SMART APP shall report all payments made to      CONTRACTOR on a calendar year basis using an appropriate IRS Form 1099, if      the volume of payments to CONTRACTOR qualifies. CONTRACTOR agrees to      report all such payments and any cash gratuities to the appropriate      federal, state and local taxing authorities.

VI. PAYMENT FOR SERVICES

1. Unless a different rate of pay is negotiated or      CONTRACTOR is notified otherwise by MY SMART APP in writing or except as      provided herein, CONTRACTOR will receive payment per accurate Contracted      Service completed in an amount consistent with the publicly provided pay      model, which CONTRACTOR can view here. MY SMART APP reserves the      right to adjust or withhold all or a portion of payment owed to CONTRACTOR      if MY SMART APP reasonably believes that CONTRACTOR has defrauded or      abused, or attempted to defraud or abuse, the platform. From time to time,      MY SMART APP may offer opportunities for CONTRACTOR to earn more money for      performing Contracted Services at specified times or in specified      locations. Nothing prevents the parties from negotiating a different rate      of pay, and CONTRACTOR is free to accept or reject any such opportunities      to be paid at different rates. 
2. MY SMART APP’s online credit card software may permit      Customers to add a gratuity to be paid to CONTRACTOR, and Customers can      also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of      any gratuity paid by the Customer, whether by cash or credit card. MY      SMART APP acknowledges it has no right to interfere with the amount of      gratuity given by the Customer to the CONTRACTOR. 
3. payments sooner via Fast Pay or the Smart Direct      program. MY SMART APP offers CONTRACTOR the option to receive payments      daily to a debit card via Fast Pay. For a fee of $2.00 per transaction, MY      SMART APP will transfer these funds earlier than the scheduled weekly      payout. By electing to use Fast Pay, CONTRACTOR agrees to be charged $2.00      per transaction and bound by any and all conditions set forth. 
4. CONTRACTOR is responsible for verifying the accuracy of      their bank account and/or debit card information to receive timely      payments. MY SMART APP is not responsible for lost or late payments due to      incorrect routing and/or account information. 
5. By agreeing to any separate contract with a third-party      that will process payments owed under this Agreement to CONTRACTOR,      CONTRACTOR agrees that MY SMART APP shall discharge its payment      obligations to CONTRACTOR by funding the amounts payable and directing the      third-party processor to pay such funded amounts to CONTRACTOR. After MY      SMART APP funds and directs payment, any continuing refusal by the      third-party processor to issue payment to CONTRACTOR shall be the      responsibility of CONTRACTOR to resolve.
6. From time to time, MY SMART APP may offer CONTRACTOR a      cash-based Service Opportunity. The order subtotal and CONTRACTOR earnings      from those Service Opportunities will be deducted from CONTRACTOR’s      earnings balance in the MY SMART APP platform, and CONTRACTOR will keep      the cash provided by the customer. CONTRACTOR is responsible for tracking,      reporting, and paying appropriate taxes on all tips received from      cash-based Service Opportunities. 
7. Notwithstanding the terms of Section VI(1) – (3),      fulfillment orders placed directly with Service provider or other      businesses rather than through the platform or My-Smart app.com     (“Fulfillment Orders”) may be subject to a different payment model. More      information regarding Fulfillment Orders may be found. Nothing prevents      the parties from negotiating a different rate of pay for a Fulfillment      Order, and the CONTRACTOR is free to accept or reject Fulfillment Order      opportunities. As with all Service Opportunities, CONTRACTOR shall retain      100% of any gratuity paid by the Customer for a Fulfillment Order. My      Smart App's software may not always include an option to add gratuity for      Fulfillment Orders; however, Customers can pay a gratuity to CONTRACTOR in      cash.
8. From time to time, MY SMART APP may offer various      Smarter (SP) promotions or referral programs. CONTRACTOR agrees that they      will not manipulate or abuse the referral programs or Smarter (SP)      promotions by, among other things: (a) tampering with the location feature      on their mobile phone; (b) collecting incentive or promotional pay when      not eligible to receive such pay under relevant policies; or, (c) creating      multiple Smarter (SP) or Customer accounts. CONTRACTOR understands that      engaging in this type of manipulation or abuse constitutes a material      breach of this Agreement and may lead to deactivation of their account.

VII. PAYMENT DISPUTES

1. CONTRACTOR's Failure:      In the event there is a Service Failure, CONTRACTOR shall not be entitled      to payment as described above (as determined in MY SMART APP’s reasonable      discretion). Any withholding of payment shall be based upon proof provided      by the Customer, Hardware or other business, CONTRACTOR, and any other      party with information relevant to the dispute. MY SMART APP shall make      the initial determination as to whether a Service Failure was the result      of CONTRACTOR's action/omission. CONTRACTOR shall have the right to      challenge MY SMART APP’s determination through any legal means      contemplated by this Agreement; however, CONTRACTOR shall notify MY SMART      APP in writing at www.My-Smartapp.com/help/ of the challenge and      provide MY SMART APP the opportunity to resolve the dispute. CONTRACTOR      should include any documents or other information in support of their      challenge.
2. MY SMART APP’s Failure: In the event MY SMART APP fails to remit payment in a      timely or accurate manner, except as provided in Section VI(5), CONTRACTOR      shall have the right to seek proper payment by any legal means      contemplated by this Agreement and, should CONTRACTOR prevail, shall be      entitled to recover reasonable costs incurred in pursuing proper payment,      provided, however, CONTRACTOR shall first inform MY SMART APP in writing      at www.My-Smartapp.com/help/ of the failure and provide a      reasonable opportunity to cure it.
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VIII. EQUIPMENT AND EXPENSES

1. CONTRACTOR represents that they have or can lawfully      acquire all equipment, including vehicles and food thermal bags      ("Equipment") necessary for performing Contracted Services, and      CONTRACTOR is solely responsible for ensuring that any vehicle used      conforms to all vehicle laws pertaining to registration, safety,      equipment, inspection, and operational capability.
2. CONTRACTOR agrees that they are responsible for all      costs and expenses arising from CONTRACTOR's performance of Contracted      Services, including, but not limited to, costs related to CONTRACTOR's      Personnel (defined below) and Equipment. Except as otherwise required by      law, CONTRACTOR assumes all risk of damage or loss to their Equipment.

IX. PERSONNEL

1. In order to perform any Contracted Services, CONTRACTOR      must, for the safety of Customers on the MY SMART APP platform, pass a      background check administered by a third-party vendor, subject to      CONTRACTOR's lawful consent. CONTRACTOR is not required to perform any      Contracted Services personally, but may, to the extent permitted by law      and subject to the terms of this Agreement, hire or engage others (as employees      or subcontractors of CONTRACTOR) to perform all or some of the Contracted      Services, provided any such employees or subcontractors meet all the      requirements applicable to CONTRACTOR including, but not limited to,      accepting the terms of this Agreement, separately completing the process      to receive Service Opportunities, and being eligible to provide the      Contracted Services in the geographic location. To the extent CONTRACTOR      furnishes their own employees or subcontractors (collectively      "Personnel"), CONTRACTOR shall be solely responsible for the      direction and control of the Personnel CONTRACTOR uses to perform all      Contracted Services.

1. CONTRACTOR assumes full and sole responsibility for the      payment of all amounts due to their Personnel for work performed in      relation to this Agreement, including all wages, benefits and expenses, if      any, and for all required state and federal income tax withholdings,      unemployment insurance contributions, and social security taxes as to      CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of      Contracted Services under this Agreement. MY SMART APP is not an employer      or joint employer of CONTRACTOR’s Personnel, and shall have no      responsibility for any wages, benefits, expenses, or other payments due      CONTRACTOR’s Personnel, nor for income tax withholding, social security,      unemployment insurance contributions, or other payroll taxes relating to      CONTRACTOR or their Personnel. Neither CONTRACTOR nor their Personnel      shall receive any wages, including vacation pay or holiday pay, from MY      SMART APP, nor shall they participate in or receive any other benefits, if      any, available to MY SMART APP’s employees.

1. Unless mandated by law, MY SMART APP shall have no      authority to withhold state or federal income taxes, social security      taxes, unemployment insurance taxes/contributions, or any other local,      state or federal tax on behalf of CONTRACTOR or their Personnel.

1. CONTRACTOR and their Personnel shall be required to wear a uniform or other clothing of any type bearing MY SMART APP’s name  or logo.

1. If CONTRACTOR uses the services of any Personnel to      perform the Contracted Services, CONTRACTOR’s Personnel must satisfy and      comply with all of the terms of this Agreement, which CONTRACTOR must make      enforceable by written agreement between CONTRACTOR and such Personnel. A      copy of such written agreement must be provided to MY SMART APP at least 7      days in advance of such Personnel performing the Contracted Services, and      CONTRACTOR must notify MY SMART APP when their Personnel will be performing      Contracted Services. The parties acknowledge that the sole purpose of this      requirement is to ensure CONTRACTOR’s compliance with the terms of this      Agreement.

X. INSURANCE

1. CONTRACTOR agrees, as a condition of doing business      with MY SMART APP, that during the term of this Agreement, CONTRACTOR will      maintain current insurance, in amounts and of types required by law to      provide the Contracted Services and cover CONTRACTOR during performance of      the Contracted Services, at their own expense. CONTRACTOR 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 CONTRACTOR’s right to receive      Service Opportunities.

1. NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to MY SMART APP, upon      request, current certificates of insurance as proof of coverage.      CONTRACTOR agrees to provide updated certificates each time CONTRACTOR      purchases, renews, or alters CONTRACTOR’s insurance coverage. CONTRACTOR      agrees to give MY SMART APP at least thirty (30) days’ prior written      notice before cancellation of any insurance policy required by this      Agreement.
2. WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will maintain      sufficient insurance to cover any risks or claims arising out of or      related to CONTRACTOR’S relationship with My Smart App, including workers’      compensation insurance where required by law. CONTRACTOR acknowledges and      understands that CONTRACTOR will not be eligible for workers’ compensation      benefits through MY SMART APP and is instead responsible for maintaining      CONTRACTOR’S own workers’ compensation insurance or occupational accident      insurance. CONTRACTOR’S maintenance of CONTRACTOR’S own workers’      compensation insurance or occupational accident insurance will not      disqualify CONTRACTOR from participating in the Occupational Accident      Insurance Policy for Smarter (SP)s, which MY SMART APP may make available      to CONTRACTOR.

XI. INDEMNITY

1. MY SMART APP agrees to indemnify, protect, and hold      harmless CONTRACTOR from any and all claims, demands, damages, suits,      losses, liabilities and causes of action arising directly from MY SMART      APP’s actions offering and facilitating the Contracted Services to      CONTRACTOR.
2. CONTRACTOR agrees to indemnify, protect and hold      harmless MY SMART APP, 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 claims, demands, damages, suits, losses,      liabilities and causes of action arising directly or indirectly from, as a      result of or in connection with, the actions of CONTRACTOR and/or their      Personnel arising from the performance of Service services under this      Agreement, including personal injury or death to any person (including to      CONTRACTOR and/or their Personnel), as well as any liability arising from      CONTRACTOR’s failure to comply with the terms of this Agreement.      CONTRACTOR’s obligations hereunder shall include the cost of defense,      including attorneys’ fees, as well as the payment of any final judgment      rendered against or settlement agreed upon by MY SMART APP or its parent,      subsidiary and/or affiliated companies.
3. CONTRACTOR agrees to indemnify, protect and hold      harmless MY SMART APP, 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 CONTRACTOR and CONTRACTOR’s Personnel.
4. CONTRACTOR shall be responsible for, indemnify and hold      harmless MY SMART APP, 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 CONTRACTOR’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.

XII. MUTUAL ARBITRATION PROVISION

1. CONTRACTOR and MY SMART APP 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, including but not limited to      CONTRACTOR’s classification as an independent contractor, CONTRACTOR’s      provision of Contracted Services to Customers, Customer, or other      businesses, the payments received by CONTRACTOR for providing services to      Customers, companies, or other businesses, the termination of this      Agreement, and all other aspects of CONTRACTOR's relationship with MY      SMART APP, 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 CONTRACTOR’s relationship or the termination      of that relationship with MY SMART APP. This Mutual Arbitration Agreement      extends to disputes between CONTRACTOR and any MY SMART APP affiliates,      subsidiaries, successors, agents, and employees that arise out of or relate      to this Agreement. This Mutual Arbitration Agreement does not apply to any      claims that cannot be arbitrated under applicable law. To the extent the      parties have both arbitrable and non-arbitrable disputes that are related,      the arbitrable disputes shall proceed first in arbitration and the      non-arbitrable disputes shall be stayed, and any applicable statutes of      limitations tolled, pending completion of the arbitration. The parties      expressly agree that this Agreement shall be governed by the FAA even in      the event CONTRACTOR and/or MY SMART APP are otherwise exempted from the      FAA. Any disputes regarding the FAA’s application 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      CONTRACTOR operates shall apply.
2. CONTRACTOR and MY SMART APP agree that good-faith      informal efforts to resolve disputes often can result in a prompt,      low-cost and mutually beneficial outcome. CONTRACTOR and MY SMART APP      therefore agree that, before either CONTRACTOR or MY SMART APP demands      arbitration against the other, we will personally meet and confer, via      telephone or videoconference, in a good-faith effort to resolve informally      any claim covered by this mutual Arbitration Agreement. For sake of      clarification only, the informal dispute resolution conferences shall be      individualized such that a separate conference must be held each time      either party intends to commence individual arbitration; multiple      individuals initiating claims cannot participate in the same informal      telephonic dispute resolution conference, unless mutually agreed to by the      parties. If CONTRACTOR is represented by counsel, CONTRACTOR’s counsel may      participate in the conference, but CONTRACTOR shall also fully participate      in the conference. The party initiating the claim must give notice to the      other party in writing of their intent to initiate an informal dispute      resolution conference, which shall occur within 60 days after the other      party receives such notice, unless an extension is mutually agreed upon by      the parties. To notify MY SMART APP that CONTRACTOR intends to initiate an      informal dispute resolution conference, email Smarter      (SP).Informal.Resolution@My Smart App.com, providing CONTRACTOR’s      name, the telephone number associated with CONTRACTOR’s Smarter (SP)      account (if any), the email address associated with CONTRACTOR’s Smarter      (SP) account, and a description of CONTRACTOR’s claims. If MY SMART APP      intends to initiate an informal dispute resolution conference, MY SMART      APP shall do so by emailing the email address associated with CONTRACTOR’s      Smarter (SP) account, and providing a description of MY SMART APP’s      claims. In the interval between the party receiving such notice and the      informal dispute resolution conference, the parties shall be free to      attempt to resolve the initiating party’s claims. Engaging in an informal      dispute resolution conference is a requirement that must be fulfilled      before commencing arbitration. The statute of limitations and any filing      fee deadlines shall be tolled while the parties engage in the informal      dispute resolution process required by this paragraph.
3. If, following the informal resolution process, either      CONTRACTOR or MY SMART APP wishes to initiate arbitration, the initiating      party must notify the other party in writing via certified mail, return      receipt requested, or hand Service 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,      (4) the amount in controversy, and (5) the personal signature of the party      seeking arbitration. Any demand for arbitration by CONTRACTOR must be delivered      to the counsel who represented My Smart App in the informal resolution      process, or if there was no such counsel, then to General Counsel, 303 2nd      Street, Suite 800, San Francisco, CA 94107.
4. Arbitration Class Action Waiver. CONTRACTOR and MY      SMART APP 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.
5. CONTRACTOR agrees and acknowledges that entering into      this Mutual Arbitration Provision does not change CONTRACTOR’s status as      an independent contractor in fact and in law, that CONTRACTOR is not an      employee of MY SMART APP or its customers and that any disputes in this      regard shall be subject to arbitration as provided in this Agreement.
6. 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:
7. 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.
8. If the parties cannot otherwise agree on a location for      the arbitration, the arbitration shall take place within 45 miles of      CONTRACTOR’s residence as of the effective date of this Agreement.
9. The CPR fee schedule will apply with the following      exceptions. Unless applicable law provides otherwise, in the event that MY      SMART APP and CONTRACTOR have agreed to this Mutual Arbitration Provision,      MY SMART APP and CONTRACTOR shall equally share filing fees and other      similar and usual administrative costs, as are common to both court and      administrative proceedings, but CONTRACTOR’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. MY SMART APP shall      pay any costs uniquely associated with arbitration, such as payment of the      fees of the Arbitrator, as well as room rental.
10. The Arbitrator may issue orders (including subpoenas to      third parties, to the extent permitted by law) 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. For      example, the Arbitrator shall apply the Apex Doctrine and preclude      depositions of either party’s current or former high-level officers absent      a showing that the officer has unique, personal knowledge of discoverable      information and less burdensome discovery methods have been exhausted.
11. 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 applicable state or federal substantive      law, or both, as is applicable.
12. 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.
13. The Arbitrator's decision or award shall be in writing      and shall include findings of fact and conclusions of law.
14. 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.