Terms of Service
PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE BAND OF HANDS PLATFORM.
BAND OF HANDS TERMS OF SERVICE
ACKNOWLEDGEMENT AND ACCEPTANCE OF GENERAL TERMS
Effective: August 15, 2020
This Terms of Service Agreement (“Agreement”) between you (“you” or “User”) and Band Of Hands, Inc., its board, successors and assigns (“Band Of Hands” or “we” or “us”) sets forth the terms under which you are allowed to use the BandofHands.com website and any web or mobile services or application (collectively, the “Sites”). These terms include the job search and hiring services (the “Services”) offered through the Band Of Hands platform. If you do not agree with any of these terms, do not access or otherwise use the Sites and/or Services or any information contained on the Sites.
Band Of Hands is primarily a software as a service platform that allows its subscribing users to connect with a geographically distributed network of Workers for various short term and temporary engagements. The Workers available on the sites are classified as either Independent Contractors or W-2 Employees, which will be addressed more specifically in later sections. Companies that sign up and specifically pay for membership services will have access to use a third-party professional Payroll Service that serves as the Employer of Record for the Workers that are contracted to work for the Company.
If you do not agree to the new terms, please delete your Account (as defined in the Accounts section below) before the new effective date. Your continued use of the Site or Services after the new effective date of a revised version of this Agreement constitutes your acceptance and agreement to be bound by the revised terms of service. You are responsible for regularly reviewing this Agreement for updates and modifications to its terms. Band Of Hands does not assume any obligation to notify Users of any changes to this Agreement, or the creation or modification of any additional terms.
1.1 Definitions Capitalized terms are defined as set forth below or elsewhere in the Agreement.
“Users” is a collective term for all Users, whether it be a Business or Worker that signed up to access the Site under any capacity.
“Subscriber” is any Individual or Company that uses the Site for posting available jobs on the platform. The term Company is synonymous with Subscriber.
“Worker” is considered an Individual who is seeking to find available work whether as a W-2 Worker or 1099-K Independent Contractor.
Web and Mobile App or “Application” means any and all the software used by Band Of Hands in connection with the Service.
“Job Posting” means a request for a Service or required Work that is needed to be completed which includes a full description of the details needed to engage Workers. Once the Subscriber and Worker have agreed upon the terms of the Job pursuant to Section 2, the Job will go into a “In Process” status.
“EOR” is the abbreviation for Employer of Record
1.2 Sites and Services are intended for use by Individuals seeking freelance or temporary jobs (also referred to herein as a “Worker”), and for Individuals and Companies seeking candidates for freelance or temporary jobs (also referred to herein as a “Subscriber/Business/Poster”). An active Subscriber may create a job Post through the Site, including a description of the services sought, Tax Type of job, pay arrangements, and a timeline for completion of the services, which is instantly available for Workers to view and respond at their free will. These Terms and Conditions of Use (“Terms”) apply to both Workers and subscribing Companies who are called Users that use the Platform (collectively, “Users” who may also be referred to throughout these Terms in the second person as “you”) and accordingly govern your access to and use of the Band Of Hands Platform or Sites.
2. GENERAL PROVISIONS
2.1 Sites License Subject to and conditioned on your compliance with this Agreement, and all other Sites’ Policies, Band Of Hands grants you a limited license to access and use the Sites for the purpose of receiving the Sites’ Services available and authorized from the Site. Without limiting the generality of the foregoing, you acknowledge that Band Of Hands expressly prohibits and you agree not to:
• Use the Platform, Site or Services for any purpose other than to identify work opportunities for yourself, or to identify prospective applicants for job opportunities.
• Provide any false or misleading information about your identity, the work available or employment information provided by you to Band Of Hands in relation to your use of or access to the Sites and/or Services;
• Log into an account with a password not assigned to you;
• Impersonate any other person or User of the Site and/or Services;
• Access personally identifiable information not intended for you;
• Use any content of the Sites on any other website or in a networked computer environment for any purpose except your own viewing;
• Access or use the Platform, Site or Sites’ Services for any reasons that are in competition with Band Of Hands;
• Sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost, or otherwise use any content of the Site in any way for any public or commercial purpose without prior written consent of Band Of Hands or the rights holder;
• Frame or link to the Site except as permitted in writing by Band Of Hands;
• Attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by applicable law;
• Take any action that imposes or may impose an unreasonable or disproportionately large burden on the Sites’ infrastructure.
• Include any hyperlinks or any misleading, irrelevant and/or hidden keywords in any content posted by you.
• Intentionally expose the Site and/or Service to any computer virus or any other program or code intended to disrupt or disable to operations of the Sites and/or Service;
• Use any robot, spider or other program or device to retrieve or index any portion of the Band Of Hands Sites
• Harvest or otherwise collect information about other users for any purpose other than use of the Site and/or Services as expressly permitted herein.
• Use the Site and/or the Services to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property right of others, or violate the privacy or publicity rights of any other person.
• Post any content or information that is abusive, defamatory, discriminatory, hateful, obscene, vulgar, threatening, or otherwise objectionable.
• Harass, stalk, or otherwise subject any other user of the Sites and/or Services to unwanted and/or inappropriate contact.
• Post any position or business opportunity which requires payment from the applicant or requires recruitment of other individuals, sub-distributors or sub-agents such as a multi-level marketing scheme, pyramid scheme, franchise or distributorship arrangement.
• Send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes and/or advertise any products or services by directly posting within the Services or by making unsolicited contact with any user via email, telephone, postal mail, or any other method of communication.
• Make any changes, additions and/or deletions to any content posted by any user without the express written authorization of such other user.
2.2 License Termination This limited license terminates automatically, without notice to you, if you breach this Agreement or any other of the Sites’ policies, and Band Of Hands may remove your postings from the Site and/or the Services with or without cause. Upon any termination of this limited license, you agree to immediately destroy any electronic or printed materials and cease using the Sites and Services. However, cancellation of this License and Agreement shall not relieve any party of their obligations relative to any Service Engagements that have been entered into but not completed at the time of the cancellation.
2.3 Band Of Hands Trademark Our licensors retain all of their respective rights, title, and interest in and to all patent rights, inventions, copyrights, know-how, and trade secrets relating to the Platform and Sites. Band Of Hands’ logos and name are trademarks of Band Of Hands (See Trademarks & Copyrights section below for additional information). All other product names, company names, marks, logos, design marks and symbols on the Sites may be the trademarks of their respective owners. Except as expressly stated in this Agreement, nothing in this Agreement confers any license under any of Band Of Hands’ or any third party’s intellectual property rights, whether by estoppel, implication, or otherwise.
2.4 Band Of Hands Accounts In order to access certain Services of the Sites, Band Of Hands requires you to become a registered user by setting up an account with a user name and password (“Account”). By setting up an Account, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. When creating your individual access, do not provide any false personal information or create an account for another without such other’s permission. Whether you act as an individual, an administrator and/or authorized party for registering a Company, You agree to comply with the procedures set forth by Band Of Hands regarding account registration (including your required current contact information and email address), password protection, banking information confidentiality, and other requirements. You agree to assume sole responsibility for the security of passwords issued to you. You also agree to use your best efforts to prevent any third party from obtaining your password. You agree to notify us if your password is lost, stolen, disclosed to an unauthorized third party, or otherwise compromised. Please note that we will never ask for your Band Of Hands account password via email. If you forget your password, you must use our secured password reset protocol in place. Band Of Hands may cancel or suspend passwords at any time, including in the event of misuse of any and the reissuance or reactivation of passwords.
2.5 BackGround Checks All Users understand that during the use of the Platform Services, some Subscribers, Third-Party Services and/or Business may require a current Background Check and Motor Vehicle Report to include but not limited to a verification of identity and a comprehensive criminal background check, at the County, State and local level using third party services as appropriate and requested. Users that are considered Independent Contractors can request at their own expense a BackGround Check (BGC) and Motor Vehicle Report (MVR) be conducted where prompted within the Site which hereby gives consent to Band Of Hands to direct the User to a Third Party supplier that conducts Background Checks. Users agree to the Terms of Service of this Third Party supplier of BGC and MVR as often as required in compliance with federal and state laws and the Fair Credit Reporting Act. These Self-BackGround Checks through the BGC provider may take up to two weeks for processing. Although Band Of Hands may or may not directly perform Background Checks of Users, as outlined above for Independent Contractors, if the Payrolling Service and EOR (Employer of Record) is utilized for hiring W-2 Workers, the EOR (Employer of Record) does require and performs Background Checks from a Third Party source. The BGC is part of the on-boarding process to become a W-2 Worker of the EOR for those clearly defined W-2 jobs. Band Of Hands cannot confirm that each User is who they claim to be and therefore, Band Of Hands cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Services. When interacting with other Users, you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other individuals whom you do not know. Any User profile that does have an optional BGC and/or MVR report that is included within the Site for Independent Contractors is obtained at the User’s expense and can only be utilized by that individual. Any questions, disputes or discrepancies with any BackGround Check or Motor Vehicle Report must be directed to the Third Party supplier that furnished the report.
3. AGREEMENTS, INSURANCE, FEES & PAYMENT METHOD
3.1 Job Agreements-1099 Independent Contractors Once you have registered an Account on the Site and become an active Subscriber, you may create a 1099 tax type job post on the Site, including a description and details of the services required, the hourly pay rate, and a timeline for completion of the services (the “Job”). You, as a Business, acknowledge and agree that you will pay Workers a hourly pay rate that meets the average federal and/or state minimum wage requirements regardless of any platform fees taken by Band Of Hands. As a Worker, you may view posted Jobs and apply to a Job of interest or that is in line with your qualifications and experience. In order to complete the Post of a Job on the Site, a Business must enter a Payment Account (as defined below in the Fees and Payment Method section) and agrees that the Payment Account will be authorized for the sum of the funds specified in the details of the Job (or the amount agreed upon between a Business and Worker if different from the original amount specified for a Job) (“Amount”). A Job posted by a Business will be available and viewable to other Users of the Site, and a Business will receive selected notifications regarding potential candidates, i.e., Workers, that have applied for the Job. Once a Business has found a suitable Worker for the Job, the Business selects “Hire” and then can have private communication with Worker regarding the Job details, management, and progress directly in the Comments section of that job. Once the 1099 Worker has completed some or all of the work relating to that Job, an invoice should be sent by the 1099 Worker for payment (as further detailed below) for review and approval by the Business. Upon approval of the invoice, the Business is authorizing the payment to Worker and the funds will be processed according to the rules from Stripe www.stripe.com. The Worker may/may not have fees applied for the use of the Platform but any applicable fees will be disclosed before the Worker accepts the job.
The engagement, contracting, and management of a Job is between a Business and a Worker. Each Business and Worker agrees to execute a Job in accordance with the details of the agreement for the Job, this Agreement, and any other specified content by Band Of Hands on the Site. A Business is responsible for managing, inspecting, accepting and paying for satisfactory services and/or deliverables of a Job in a timely manner. Band Of Hands is not responsible for the hiring, firing, discipline or working conditions of a Worker. A Worker is responsible for carrying out the performance, quality, and execution of the services specified for a Job in a timely manner. Band Of Hands will not control the manner in which a Worker operates in carrying out a Job, and will not provide any Worker with any materials, information, tools, or equipment to complete any Job. Both Business and Worker agree to act in good faith and fair dealing in carrying out a Job.
The Services are not employment services and Band Of Hands does not serve as an employer of any User. Band Of Hands is not liable for any tax or withholdings, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of another User’s services. Band Of Hands is not responsible for monitoring, analyzing, or otherwise determining whether the relationship between a Business and a Contractor/Worker is that of an Independent Contractor relationship or Employer-Employee relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between a Business and Worker, or between Band Of Hands and any Business or Worker.
Job Agreements-W-2 Workers
Once you have registered an Account on the Site and become an active Subscriber, you may create a W-2 job post on the Site, including a description and details of the services required, the hourly pay rate, and a timeline for completion of the services (the “Job”). You, as a Business, acknowledge and agree that you will be able to Post jobs and view applicants but will not be allowed to hire specific Workers until the required paperwork with the Employer of Record is completed and approved. These documents are emailed to the registered user after a job posting is posted on the live site. You agree to pay Workers a hourly pay rate that meets the average federal and/or state minimum wage requirements regardless of any platform fees or subscription fees taken by Band Of Hands. As a Worker, you are able to view posted Jobs and apply to a W-2 Job of interest or that is in line with your qualifications and experience. In order to be approved to start work as a W-2 Worker, you agree to complete the on-boarding paperwork that is sent by the Employer of Record. Upon receipt and acceptance by the Employer of Record, you will receive a notification that you are approved to start work for the hiring Company. For all W-2 jobs, you agree that payments will be processed every Friday for work performed in the previous week. All time worked must be submitted for approval by 8 am Pacific each Monday morning to be included in your weekly Friday paydays.
The Worker understands there are no fees associated with W-2 jobs that they obtain and perform from the Band Of Hands platform. The hiring, contracting and management of a Job is between a Business, the Employer of Record, and a Worker. Each Business and Worker agrees to execute a Job in accordance with the details of the agreement on this site as well as the Agreements sent by the Employer of Record, Capital Talent Partners. Band Of Hands is not responsible for the hiring, firing, discipline or working conditions of a Worker. A Worker is responsible for carrying out the performance, quality, and execution of the services specified for a Job in a timely manner. Band Of Hands will not control the manner in which a Worker operates in carrying out a Job, and will not provide any Worker with any materials, information, tools, or equipment to complete any Job. Both Business and Worker agree to act in good faith and fair dealing in carrying out a Job.
The Services on the platform are a subscription or membership for Companies to obtain W-2 Contingent staffing and 1099 Independent Contractor Workers. Band Of Hands does not serve as an employer of any User. Band Of Hands is not liable for any tax or withholdings, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of another User’s services. Band Of Hands is not responsible for monitoring, analyzing, or otherwise determining whether the relationship between a Business and a Contractor/Worker is that of an Independent Contractor relationship or Employer-Employee relationship. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship between a Business and Worker, or between Band Of Hands and any Business or Worker.
3.1.(1) Stripe Connect — Stripe Connect allows you to use their Services when you perform jobs as an Independent Contractor,, which may include the ability for you to receive payments for services you perform as an Independent Contractor. Depending on the Connect Platform, you may have access to directly manage your Stripe Account through the Stripe dashboard. If such access is made available to you, you are responsible for all actions taken on your Stripe Account through the Stripe dashboard. Depending on your location, a Connect Platform may allow you to receive payment processing proceeds via settlement into a bank account connected to your debit card (“Instant Payout”). Your Connect Platform should let you know if there is a fee associated with your use of Instant Payouts. The first Instant Payout request can take up to ten days to verify the receiving bank information that you provide. After the verification is complete, subsequent Instant Payouts requests should settle payment processing proceeds within minutes of receiving the payout request. However, depending on your bank, it may take up to two business days for your payment processing proceeds to settle via Instant Payouts. Stripe and your Connect Platform reserve the right to change or suspend Instant Payouts to you at any time, including (a) due to pending, anticipated, or excessive Disputes, Chargebacks, Refunds, or Reversals; (b) in the event of suspected or actual fraudulent, illegal or other malicious activity; or (c) where we are required by Law or court order.
3.1.(2) Relationship to Connect Platforms
3.1.(3) General Liability Insurance Band Of Hands does not maintain any insurance to cover third party injury and property damage during the completion of a 1099 Independent Contractor Job between a Business and Worker. If any form of insurance (property and casualty, vehicular, etc.) is a requirement to perform any Job, then such requirement must be explicitly described in the Job description. Band Of Hands will not provide any such insurance and it is the sole responsibility of the Worker to obtain and maintain any required liability insurance at his or her own cost and expense.
3.1.(4) Occupational Accident Insurance (OAI) when available- As 1099 Independent Contractors, all Contractors are solely and exclusively responsible for their own insurance. Specifically, in the event that Contractor is injured while working in the course and scope of an engagement facilitated through the Band Of Hands Platform, Contractor acknowledges and understands that Contractor will not be covered by any workers compensation insurance coverage that Band Of Hands may provide to its qualified employees. Further, in the event that Contractor’s actions cause an injury to a third party while Contractor is working in the course and scope of performing an engagement sourced through the Sites, Contractor acknowledges and understands that Contractor will not be covered by any general liability or automobile liability insurance coverage that Band Of Hands may have, and that the Sites is not making any commitment to defend and/or indemnify Contractor in such circumstances, and specifically denies such obligation. All Independent Contractors and Users of the Sites must have their own insurance coverage in order to perform Services. For 1099 Independent Contractors jobs, Occupational Accident Insurance may be offered on the Platform but the Worker would need to accept the current terms associated with that type of insurance and the associated costs before accepting a job. The applicable alert or notification would be clearly outlined before a Worker can accept or commence work.
3.1.(5) Fees and Payment Method In creating, hosting, maintaining, and providing the Site Services to its Users, Band Of Hands will charge a service fee up to 5% of the Amount for a Job (“Service Fee”) for each completed 1099 Independent Contractor transaction between a Business and 1099-K Independent Contractor Worker. (This fee is associated with credit card processing fees using Stripe and is different than the membership or subscription fee for all Companies to join the platform and post any tax-type jobs on the platform. See more in numbered section 3.2 that follows.) Before agreeing to hire a 1099 Worker, service fees are disclosed to the Company and typically added to the job price. This new job price must be accepted before an applicant can be hired. When a payment is made by a Business for a 1099 job, they acknowledge again the Job Price includes a service fee. THE COMPANY EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE NET AMOUNT TO BE PAID TO WORKER FOR EACH JOB IS BROKEN DOWN AND ITEMIZED BEFORE THE JOB IS STARTED. In addition, Business and Worker are obligated to use the Site to pay and receive payment for their work together if they identified each other through the Sites, and which is further detailed in the Band Of Hands’ Non-Circumvention policy below. Band Of Hands may revise its policies regarding fees charged in connection with the Site Services from time to time upon such notice as may be appropriate.
In order to use certain services on the Site, a Business or Worker (Users) must register, provide and verify at least one valid Payment or Receiving Payment Account (“Payment Account” for Business means a valid credit card issued by a bank, a debit card, or such other method of payment acceptable to Band Of Hands; “Receiving Payment Account” for Workers means a valid checking account with transit routing and account numbers, or other account information for which funds for completed Jobs can be deposited, and which is acceptable to Band Of Hands and the Employer of Record) with Band Of Hands’ payment service provider, Stripe (“Stripe”) (See https://stripe.com/ for additional information, including Stripe’s policies and procedures). Band Of Hands and Stripe as regards to payments, Payment Account, billing, and/or invoicing, are collectively referred to as “Band Of Hands’ Billing and Payment Method” for 1099 Jobs and Business Subscription fees only. You acknowledge and agree that in order to utilize the Band Of Hands’ Billing and Payment Method through the Sites, you must create an account with Stripe via the Sites in order to register and verify your Payment Account for a Business. Once your Payment Account has been verified and activation fees for membership has been paid, you will be authorized to post jobs and hire individuals on the Sites.
User hereby authorizes Band Of Hands’ payment service provider Stripe to process authorizations on Payment Accounts provided by User, to store Payment Account, credit card, and other financial details as User’s method of payment for the Site Services, and to charge User’s Payment Account provided by User. Accounts used with Stripe’s ACH feature must be from U.S. banks. The current balance shown on your account may not be updated instantly and may not include the amount of your latest payment/receipt. You agree that enrollment in ACH payment/receipts represents your written authorization to enroll in Stripe’s ACH service. By enrolling, you confirm that your browser is equipped with at least 128-bit security encryption, and your computer is capable of printing or storing a copy of your ACH confirmation. Band Of Hands reserves the right to cancel the ACH payment/receipt option, change the terms of this feature, or cancel users of it at any time.
By providing Payment Account information through the Site you represent, warrant, and covenant that: (a) you are legally authorized to provide such information to us; (b) you are legally authorized to perform payments using the Payment Account(s); and (c) such action does not violate the terms and conditions applicable to your use of such Payment Account(s) or applicable law. When you authorize a payment using Payment Account via the Sites, you represent, warrant, and covenant that there are sufficient funds or credit available to complete the payment using the designated Payment Account.
3.1.(6) Invoices Generally In making and receiving payments through the Band Of Hands Site, the Band Of Hands’ Billing and Payment Method allows a Business and the hired Workers to issue partial or full Job invoices on 1099 jobs, enabling a Business to authorize payments to a Worker utilizing a Third Party Settlement Organization. The payments for these 1099 jobs is governed under the 1099-K Reporting Requirements from the Internal Revenue Service. To learn more go to:
When a Worker completes a 1099 Job for a Business, Worker will complete an electronic invoice form (the “Invoice”) and submit it to the Business via the Site and that specific job detail. A Worker must complete and submit an Invoice to the Business for each and every Job between such Business and Independent Contractor (Worker). The Worker will provide the Business with an itemized invoice, including, but not limited to, a description of the services performed, hours worked, payment required, costs and expenses related to the Job, and any other relevant Job details (“Invoice Details”). Before submitting an Invoice via Band Of Hands, Worker must verify and confirm the accuracy of the Invoice Details, or waive Worker’s right to review the Invoice Details. If Worker waives the right to review the Invoice Details, all items in the Invoice Details will be included on the Invoice as received by Business. Once Worker submits an Invoice to Business, they shall review and authorize the Payment for the Invoice (“Payment”) to Worker. By creating and sending an invoice, the Business represents and warrants that Worker has completed the applicable services fully and satisfactorily as agreed.
When a Business makes the Payment to Worker, the Business acknowledges and agrees that Band Of Hands charges a Service Fee on all completed Jobs performed on the platform that uses a credit card. This fee averages around 3% of the transaction but may be higher or lower depending on credit card copy and Stripe. The Settlement of the entire Payment is handled by a Third Party Settlement Organization before the Net Amount is released to Worker. In making a Payment to Worker, Business has the option of adding any costs or expenses that may be included in the Invoice Details as well as a tip for the Worker. Band Of Hands does not charge Service Fees on any costs, expenses or tips added to the Amount. BAND OF HANDS ENCOURAGES ALL WORKERS AND BUSINESSES TO CAREFULLY REVIEW INVOICES, INCLUDING INVOICE DETAILS, BEFORE COMPLETING ANY TRANSACTION RELATED TO A JOB.
3.1.(7) Invoice Disputes. If Business reasonably disputes any Invoice, Business agrees to promptly pay all undisputed amounts, and Business and Worker will cooperate to verify any disputed amounts. Any Invoice amounts reasonably disputed by Business will not be payable to a Worker until such dispute is resolved. Any obligation by Band Of Hands to pay any Payment is expressly conditioned upon: (a) Band Of Hands’ receipt of Payment from the applicable Business, and (b) resolution of all outstanding disputes with respect to such Invoice and/or Payment. See Arbitration in Section 8 for more details.
3.1.(8) Other Invoice Terms. At the Business request, upon service fee payments to Band Of Hands by Third Party Settlement Organization, Business is charged for services rendered by a Worker. Band Of Hands agrees not to pay a Worker for services until after the occurrence of Business’ acceptance of Invoice Details. You acknowledge and agree that such funds will belong to Band Of Hands immediately upon such funds being transferred to Band Of Hands by you. However, Band Of Hands agrees to refund such funds to a Business in the event that a Worker acknowledges that services have not been completed, or if Business and Worker have concluded the dispute of a Job with a result indicating that Business is the rightful recipient of such funds.
3.1.(9) Legal Relationship. Band Of Hands is not your agent with respect to any funds that have been transferred to Band Of Hands for any Payment. Each Worker must properly discharge and credit Business’ for any Payments made to such Worker with regard to the services provided to such Business. Band Of Hands acts as a facilitator to a Third Party Settlement Entity by creating, hosting, maintaining, and providing the Band Of Hands’ Billing and Payment Method to you via the Site. Band Of Hands does not have any control over the services invoiced or paid for with the Band Of Hands’ Billing and Payment Method. Band Of Hands does not control or guarantee whether a Business or Worker will actually complete the underlying transaction. Band Of Hands is not responsible in any way for the timeliness or accuracy of an Invoice, or the timeliness, accuracy, completion or workmanship of any work product produced by a Worker with respect to a Job. Nothing in this Agreement will be deemed to constitute Band Of Hands as your agent with respect to any service purchased and sold by Users through the Sites, or expand or modify any warranty, liability or indemnity stated in this Agreement. By using the Band Of Hands’ Billing and Payment Method, you expressly acknowledge that (a) Band Of Hands is not acting as a trustee or a fiduciary of the Business or Workers, and that the Band Of Hands’ Billing and Payment Method are provided to Users administratively; (b) the Sites are not any kind of “financial institution” as defined under the Bank Secrecy Act (BSA), and the Band Of Hands Billing and Payment Method are payment services rather than a banking services; and (c) the Sites are not any kind of bank and any payments transferred through Band Of Hands are not insured deposits and are subject to default, loss, or forfeiture.
3.1.(10) Third Party Beneficiary Business and Worker each acknowledge and agree that the value, reputation, and goodwill of the Sites depend on their performance of their covenants and agreements set forth in an agreed upon Job. Business and Worker appoint Band Of Hands as a third party beneficiary of the Job for purposes of enforcing the obligations and benefits of the terms of this Agreement. Business and Worker further acknowledge and agree that Band Of Hands has the right to take such actions with respect to a Job or their Accounts, including but not limited to suspension, termination, or any other legal actions as Band Of Hands in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Sites.
3.2 Hiring W-2 Workers and Employer of Record Agreements In order to enroll and gain access for hiring W-2 Workers and 1099 Independent Contractors, all users must first register an Account on the Sites. If it is an account to be used by a business, the Business name and associated shared company email address should be utilized. After registering, the next step is to subscribe and pay for membership that allows access to hire W-2 Workers and associated Payrolling Services. This step will automatically generate the required agreement from the Employer of Record (CTP) to utilize their Third Party Services at low market prices. Once this Agreement has been completed by the Subscriber/User, it is submitted back to CTP for final approval. There may be a processing period up to 24 hours to verify account details. Once the verification process has been completed, a Business may create job posts in either two of the Tax-Types (W-2 or 1099) on the Sites, including a description and details of the services required, the hourly pay rate, and a timeline for completion of the services (the “Job”). Businesses posting jobs acknowledge and agree that they will pay Workers a hourly pay rate that meets the average federal and/or state minimum wage requirements.
3.2.(1) Employee Agreements for W-2 Workers In order to be eligible to work as a W-2 Worker, users have to first register an Account on the Sites. After registering, the Worker will automatically receive via email the Employee Agreement that includes a list of the required documents to become a W-2 Employee of the Employer of Record (CTP). Once this Agreement has been completed and the necessary supporting documents are submitted back to CTP, there will be a processing period to verify details. This initial processing period could take up to three days due to the BackGround Check process which varies by state and county jurisdiction. Once the verification process has been completed, a Worker may apply for W-2 jobs on the Site. Workers may view posted Jobs and apply to a Job of interest that is in line with their qualifications and experience. If the Worker is hired for any job, they can privately communicate with the Business regarding the Job details and progress on the Sites. Once the Worker has completed either the assignment or a full week of the work relating to that Job, whichever comes first, hours worked must be submitted to the time-tracking system assigned for that job. In some cases, depending on the time tracking system that a Company has requested, the Worker could submit hours twice for approval. Once the Business approves the hours worked, the breakdown of hours is submitted to CTP, the Employer of Record for processing. The Payroll processes hours worked on a weekly basis with paydays every Friday. The cutoff period for each payroll is Monday noon, Eastern Standard Time. For additional information and answers to any other questions, visit the FAQ at https://links.capitaltalent.net/FAQs or send an email to: firstname.lastname@example.org.
The engagement and management of a Job is between the Business posting the Job and a Worker. Each Business and Worker agree to execute a contract in accordance with the details of the agreement for the Job, this Agreement, and any other specified content or contracts as outlined by the Employer of Record that Band Of Hands may redirect to their website. A Business is responsible for managing, inspecting, accepting and paying for satisfactory services and/or deliverables of a Job in a timely manner. Band Of Hands is not responsible for the hiring, firing, discipline or working conditions of a Worker. A Worker is responsible for carrying out the performance, quality, and execution of the services specified for a Job in a timely manner. Band Of Hands will not control the manner in which a Worker operates in carrying out a Job, and will not provide any Worker with any materials, information, tools, or equipment to complete any Job. Both Business and Worker agree to act with good faith and fair dealing in carrying out a Job.
Business and Workers acknowledge and agree that their relationship is utilizing Third-Party Services to handle the Payrolling of the Worker. It is further acknowledged that Band Of Hands is a subscription marketplace that facilitates the Hiring and Payrolling of Workers but does not serve as an Employer of any User. Band Of Hands is not liable for any tax or withholdings, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of another User’s services.
3.2.(2) Relationship to Payrolling Service
Band Of Hands or third parties may make available third-party products or services, including, for example, mobile applications, integrations, and implementation and other consulting services (“Third-Party Services”) that User/Subscriber may elect to purchase or use. Any acquisition by User/Subscriber of such Third-Party Services and any exchange of data between User/Subscriber and any Third-Party Service or Third-Party Service provider is solely between User/Subscriber and the applicable third-party provider.
If User/Subscriber elects to use any Third-Party Services with the Services, User/Subscriber grants Band Of Hands permission to allow the Third-Party Service and its provider to access Subscriber Data as required for the interoperation of that Third-Party Service with the Services. Band Of Hands is not responsible for any disclosure, modification, or deletion of User/Subscriber Data resulting from access by such Third-Party Service or its provider. User/Subscriber is responsible for directly negotiating any limits on the use of User/Subscriber Data by the Third-Party Services directly with the Third-Party Services.
The Services may contain features designed to interoperate with Third-Party Services. To use such features, User/Subscriber may be required to obtain access to such Third-Party Services from their providers, and may be required to grant Band Of Hands access to User/Subscriber account(s) on such Third-Party Services. Band Of Hands cannot guarantee the continued availability of such Services features, and may cease providing them without entitling User/Subscriber to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third Party Service ceases to make the Third Party Service available for interoperation with the corresponding Services features in a manner acceptable to Band Of Hands.
All costs and fees agreed to by User/Subscriber and Third-Party Services is solely between User/Subscriber and the applicable third-party provider.
3.2.(3) General Liability Insurance for W-2 Band Of Hands does not maintain insurance to cover third party injury and property damage during the completion of a Job between a Business and Worker. If any form of insurance (property and casualty, vehicular, etc.) is a requirement to perform any Job, then such requirement must be explicitly described in the Job description. Band Of Hands will not provide any such insurance and it is the sole responsibility of the Worker to obtain and maintain any required liability insurance at his or her own cost and expense.
3.2.(4) Fees and Payment Method Band Of Hands charges a membership fee to Users who will be Posting W-2 Jobs on the platform. There is no membership fee for Workers or those that accept and perform W-2 jobs obtained on the platform. Business and Worker are obligated to use the Sites to pay and receive payment for their work together if they identified each other through the Sites, and which is further detailed in the Band Of Hands’ Non-Circumvention policy below. As the fees represent, in part, the creating, hosting, maintaining, and providing the Site Services to its Users, Band Of Hands may revise its policies regarding fees charged in connection with the Site Services from time to time upon such notice as may be appropriate.
In order to use certain Site Services for W-2 jobs, a Business or Worker (Users) must register, provide, and verify at least one valid Payment Account (“Payment Account” for the Business means a valid credit card issued by a bank, a debit card, or such other method of payment acceptable to Band Of Hands for Subscription fees (See https://stripe.com/ for additional information, including Stripe’s policies and procedures). “Payment Account” for Workers means a valid check, transit routing and account numbers, or other account information for which funds for completed Jobs can be deposited, and which is acceptable to Band Of Hands Third Party Payrolling Service provider, CTP (“Capital Talent Partners”) (Band Of Hands, CTP and Stripe as regards payments, Payment Account, billing, and/or invoicing, are collectively referred to as “Band Of Hands’ Billing and Payment Method”). You acknowledge and agree that in order to utilize the Band Of Hands’ Billing and Payment Method through the Sites, you must create an account with Stripe via the Sites in order to register and verify your Business Payment Account. Once your Payment Account has been verified, and the Contract with the Third Party has been approved, you should be allowed to post and hire Individuals for Jobs on the Sites.
Company/Poster Users hereby authorizes Band Of Hands’ payment service provider Stripe to process authorizations on Payment Accounts provided by User, to store Payment Account, credit card, and other financial details as User’s method of payment for the Site Services, and to charge User’s Payment Account provided by User. Accounts used with Stripe’s ACH feature must be from U.S. banks. The current balance shown on your account may not be updated instantly and may not include the amount of your latest payment/receipt. You agree that enrollment in ACH payment/receipts represents your written authorization to enroll in Stripe’s ACH service. By enrolling, you confirm that your browser is equipped with at least 128-bit security encryption, and your computer is capable of printing or storing a copy of your ACH confirmation. Band Of Hands reserves the right to cancel the ACH payment/receipt option, change the terms of this feature, or cancel users of it at any time.
By providing Payment Account information through the Sites, you represent, warrant, and covenant that: (a) you are legally authorized to provide such information to us; (b) you are legally authorized to perform payments using the Payment Account(s); and (c) such action does not violate the terms and conditions applicable to your use of such Payment Account(s) or applicable law. When you authorize a payment using Payment Account via the Sites, you represent, warrant, and covenant that there are sufficient funds or credit available to complete the payment using the designated Payment Account.
3.2.(5) Approving Hours Generally for W-2 Work When active Subscribers hire W-2 Workers through the Band Of Hands Site, the platform enables the Business to approve hours worked by W-2 Workers utilizing software deployed by the Employer of Record. In some cases, depending on the time tracking system used, hours worked are submitted for approval by the Worker and MUST be submitted by 12 PM Eastern time every Monday for all work completed in the previous calendar week. (Calendar week begins at 12 am each Monday). All W-2 Workers will submit hours to the registered Company rep for each Job via the Site. The Worker is responsible to submit their hours worked to the Business for each and every Job between such Business (Poster) and W-2 (Worker). Before submitting hours via Band Of Hands, Worker must verify and confirm the accuracy of the number of hours. Once a Worker submits hours worked to a Business, the Business shall review and authorize the Payment to the Worker. By creating and submitting hours, Worker represents and warrants that Worker has completed the referenced job hours satisfactorily and as agreed.
When a Business approves hours submitted by a W-2 Worker, they are approving hours worked in the previous calendar week. This approval is electronically transmitted to the Employer of Record for all W-2 Jobs that hired the Worker on the platform. The Payrolling and Settlement of the entire Payment is handled by the Employer of Record before it is released to a Worker. To learn more, see Addenda A for a sample of a similar agreement that is created between Employer of Record and Employee. BAND OF HANDS ENCOURAGES ALL USERS TO CAREFULLY REVIEW SUBMITTED HOURS BEFORE AUTHORIZING ANY TRANSACTION RELATED TO A JOB.
3.2.(6) Hours Worked Disputes. If a Business reasonably disputes submitted hours, the Business agrees to cooperate fully to verify any disputed amounts. Any disputed hours by a Business will be handled by Dispute Resolution by the Employer of Record. For more information, contact the CTP Payroll Manager, Shannon (704) 469-4820 or email to: email@example.com. Also see the Arbitration in Section 8 for more details.
3.2.(7) Other Terms. All W-2 Workers agree to submit their hours worked through the Band Of Hands platform on a weekly basis no later than Monday by 12 PM (noon) Eastern to the Employer of Record (CTP.) These weekly submissions include hours for the previous calendar week (Monday to Sunday). Some time tracking systems that are required by the Employer of Record and the hiring company may result in the Employee making two timecard entries. The Business will be immediately notified when hours are submitted and require approval of those hours for Payroll submission. Any timecard for hours submitted and not approved by the Business will receive a phone call and/or email from the Employer of Record. All Users whether as a Business approving hours worked or a Worker submitting hours worked on the Band Of Hands platform both agree to submit hours worked to prevent Payroll processing delays.
All approved hours are paid each Friday to the W-2 Worker by the Employer of Record. The financing and billing of these hours is handled by a Third Party for the Employer of Record. The invoice for the weekly approved and paid hours each Friday is remitted to the Company the following Tuesday of each week. The payment terms and conditions are outlined in detail in the contract between the Employer of Record and the subscribing Company. See Addenda B for a sample contract that is utilized between the Employer of Record and the subscribing Company.
The Workers Comp rates that are disclosed to subscribing members in the contract between the Employer of Record and the subscribing Company is between both parties and is not published online in this terms of service.
3.2.(8) Legal Relationship. Band Of Hands is not an agent or Employer of Record for any Worker on the platform. Band Of Hands acts as a facilitator for creating an Employer/Employee relationship for Users on the Platform. CTP is the Employer of Record that provides a high touch Employee experience while absorbing the administration burden of employment including Payroll, Timekeeping, Tax Reporting and Benefits. Their low markup model allows clients to dramatically decrease contingency labor costs while increasing minority spend. Band Of Hands does not have any control over the services invoiced or paid for with the Band Of Hands’ Billing and Payment Method. Band Of Hands is not responsible in any way for the timeliness or accuracy of an Invoice or hours worked submission, or the timeliness, accuracy, completion or workmanship of any work product produced by a Worker with respect to a Job. Nothing in this Agreement will be deemed to constitute Band Of Hands as your agent with respect to any service purchased and sold by Users through the Site, or expand or modify any warranty, liability or indemnity stated in this Agreement. By using the Band Of Hands’ Billing and Payment Method, you expressly acknowledge that (a) Band Of Hands is not acting as a trustee or a fiduciary of the Business or Worker, and that the Band Of Hands’ Billing and Invoicing Method are provided to Users administratively; (b) the Site is not any kind of “financial institution” as defined under the Bank Secrecy Act (BSA), and the Band Of Hands Billing and Payment Method are payment services rather than a banking services; and (c) the Site is not any kind of bank and any payments transferred through Band Of Hands are not insured deposits.
3.2.(9) Third Party Beneficiary Business and Worker each acknowledge and agree that the value, reputation, and goodwill of the Site depends on the performance of their covenants and agreements set forth in an agreed upon Job. Business and Worker appoint Band Of Hands as a third party beneficiary of the Job for purposes of enforcing the obligations and benefits of the terms of this Agreement. Business and Worker further acknowledge and agree that Band Of Hands has the right to take such actions with respect to a Job or their Accounts, including but not limited to suspension, termination, or any other legal actions as Band Of Hands in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Sites.
4.0 RATINGS, REVIEWS, FEEDBACK AND CLASSIFICATIONS
4.1 Ratings and Reviews For the benefit of other Users of the Sites, Band Of Hands encourages objective balanced feedback about Users with whom you have transacted. You acknowledge and agree that feedback results for you will consist of comments, ratings, and other feedback left by other Users, as well as composite feedback based on individual ratings that Band Of Hands may make available to other Users. Band Of Hands provides to the public a feedback system as a means through which Users can share their opinions and Band Of Hands does not monitor or censor these opinions except as set forth below. Band Of Hands does not investigate any remarks posted by Users for accuracy or reliability, but may do so if a User requests that Band Of Hands do so. You may be held legally responsible for damages suffered by other Users or third parties as a result of your comments if such remarks are legally actionable or defamatory. Band Of Hands is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Band Of Hands reserves the right, but is under no obligation to remove posted feedback or information that in Band Of Hands’ sole judgment violates this Agreement or negatively affects the Band Of Hands community or operations.
4.2 Business and Worker Classifications Band Of Hands provides a marketplace through which Users can find Contingent Work or Workers. Under this Agreement, Band Of Hands provides a technology platform that facilitates the connection of Users to Post Jobs and Hire Workers to those Individuals seeking Work. Whether a Business or Individuals, Users agree to the terms of Independent Contractor classification or W-2 Workers as selected when posting jobs. The Users also agree that no joint venture, partnership, employment, or agency agreement exists between them and Band Of Hands as a result of this Agreement.
4.3 Worker Classification for W-2 Jobs Users understand that the Band Of Hands platform is a marketplace to facilitate connections for those looking to match Workers to available Contingent or Temp Jobs. All Users agree that the classification of Workers on this platform are either Employees of a third party or 1099-K Independent Contractors. The Business has a choice in posting the jobs and likewise, the Worker has the option to select either category of jobs. Therefore, W-2 Workers acknowledge that there will be required paperwork to prove worker eligibility and deductions in payments are required by law for employees such as federal and state taxes, unemployment and Social Security. By entering into this Agreement, all Users have independently determined that they will engage and classify Workers as legally required by their State. Users acknowledge that Band Of Hands does not and will not, in any way, supervise, direct, or control any job, work or services performed in any manner. Band Of Hands does not set work hours, location of work, or get involved in determining the type or manner of compensation to be paid by the Business posting jobs. Band Of Hands does not provide training or any equipment, labor or materials needed for work to be performed by Users. All Users understand that Workers have the sole discretion to apply and perform Work for any posted Job on the Band Of Hands platform at their free will. The Worker is solely responsible for determining which posted jobs are accepted and how, when and where they will provide the Services under this Agreement. Band Of Hands will provide no supervision and will have no control over the manner in which you perform the Services. Further, W-2 Workers are responsible to provide all labor skills that may be necessary to perform the requested job they accept. All Workers acknowledge and understand that all accepted jobs are subject to the terms and conditions stated herein. Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing services to others that are separate and distinct from any business activities or services that you conduct through the Band Of Hands sites.
5. USER SUBMISSIONS
5.1 Authorizations When you post any job information, data, or other content on the Sites, you represent and warrant that you have the right, power, and authority to post that content and grant the licenses specified below. You further represent and warrant that by posting such content you will not violate third-party rights of any kind, including, without limitation, any intellectual property rights, rights of publicity, and privacy rights. To the extent your content may be copyrightable, you represent, warrant, and covenant that you are the owner of all the copyright rights to such content and that Band Of Hands may exercise the rights to your content granted under this Agreement without any liability or obligation for any payment.
YOU RETAIN ALL OF YOUR OWNERSHIP RIGHTS IN ANY CONTENT YOU POST ON THE SITES. You grant to Band Of Hands and our successors and affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such content and your name, voice, and/or likeness as contained in your content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Sites and Band Of Hands’ (and our successors’ and affiliates’) business, including, without limitation, for promoting and redistributing part or all of the Sites (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user a non-exclusive license to access your content through the Sites, and to use, reproduce, distribute, display, and perform such content, only to the extent permitted through the normal functionality of the Sites and subject to all applicable confidentiality and other provisions of the Agreement.
The licenses granted by you will terminate within a commercially reasonable time after you remove or delete your content from the Sites, except that you grant Band Of Hands and our successors and affiliates the irrevocable and perpetual license to retain and use, but not publicly display, distribute, or perform, server or archival copies of all content that you have removed or deleted to the extent permitted by applicable law.
Any authorized User that is assigned as an Administrator or Representative of a Company may be terminated at any time. The history of jobs that the terminated representative registered will be automatically transferred to the originating Owner/User of the account.
5.2 Third Party Content The Sites may provide certain information, content, applications and links from third parties, including other users of the Sites (“Third Party Content”). Such Third Party Content is owned and/or operated by third parties and/or their licensors. Your use of any such Third Party content or websites are governed by the terms and policies of those third parties. You are responsible for deciding if you choose to access any third party website or Third Party Content by clicking on a link or installing an application. Your use of any third party links or third party services is at your own risk and you should be aware that the Band Of Hands’ terms and policies no longer govern. BAND OF HANDS DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH REGARD TO CONTENT PROVIDED BY THIRD PARTIES, INCLUDING ALL IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
5.3 Trademarks and Copyrights in the Services are the property of Band Of Hands or their respective owners. You may not remove or alter any Trademarks. You may not use any trademark displayed on the Sites or in the Services without the express prior written permission of Band Of Hands or the respective owner, and nothing contained on the Sites grants by implication, waiver, estoppel or otherwise, any right to use such Trademarks. All of the information and content provided on the Sites and in the Services, including but not limited to, text elements, Sites’ design, images and icons, as well as the selection, assembly and arrangement thereof, are the sole property of Band Of Hands, Copyright © 2015, unless otherwise specified. All rights not expressly granted herein are reserved. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. Our Intellectual Property Policy (“IP Policy”) is herein incorporated by reference, and a copy of this policy can be found at the following link: [LINK]. We strongly encourage you to review our IP Policy as it explains additional important information regarding intellectual property rights.
7. LIMITATIONS, INDEMNITY, WARRANTIES DISCLAIMERS
You agree to defend, hold harmless, and indemnify Band Of Hands, our affiliates, our and their respective officers, directors, employees, attorneys, agents, joint ventures, and our and their respective successors and assigns (each such party an “Indemnified Party”) from and against any and all losses, costs, expenses, damages, and other liabilities (including reasonable attorneys’ fees and costs) incurred by an Indemnified Party arising from or related to any cause of action, claim, suit, proceeding, demand, or action brought by a third-party against an Indemnified Party in connection with your use of the Sites and/or Services, including but not limited to: (a) use of the Sites; (b) breach of any provision of this Agreement; (c) decision to submit a post(s) and accept offers from other Users of the Sites and/or Services; (d) any allegation of any infringement, misappropriation, or other violation of any intellectual property rights by you or your agents, including by any Work Product provided by you or your agents; (e) any breach of contract or other claims made by Users with which you conducted business through the Sites; (f) any claim that a Worker was misclassified as an Independent Contractor; (g) any liabilities arising from a determination by a court, arbitrator, government agency, or other body that a Worker was misclassified as an employee (including, but not limited to, taxes, penalties, interest, and attorney’s fees); (h) any claim that Band Of Hands was an employer or joint employer of a Worker; (i) any claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation; or (j) any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits. The foregoing indemnity will include, without limitation, such cause of action, claim, suit, proceeding, demand, or action arising out of the negligence of any Indemnified Party; provided that the foregoing indemnification will not extend to the gross negligence or willful misconduct of an Indemnified Party.
7.1 WARRANTY DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE SITES AND THE SERVICES ARE BEING PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE, AND MAY INCLUDE CERTAIN ERRORS, OMISSIONS, OUTDATED INFORMATION WHICH MAY AFFECT THE QUALITY OF CONTENT AND INFORMATION. YOU ACKNOWLEDGE THAT THE CONTENT AND INFORMATION HAVE NOT BEEN INDEPENDENTLY VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY BAND OF HANDS, AND AGREE THAT BAND OF HANDS DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE CONTENT AND INFORMATION AND FURTHER AGREE THAT BAND OF HANDS HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS, WHETHER PROVIDED BY BAND OF HANDS OR ITS LICENSORS.
BAND OF HANDS, FOR ITSELF AND EACH OF ITS LICENSORS, MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION OR CONTENT CONTAINED ON THE SITES AND/OR THE SERVICES, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY CONTENT. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SITES AND/OR THE SERVICES AND ANY CONTENT, INFORMATION OR OTHER MATERIAL CONTAINED ON THE SITES IS PROVIDED TO YOU ON AN “AS IS” AND “WHERE-IS” BASIS, AND IS FOR PERSONAL USE OR INTERNAL BUSINESS USE ONLY. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED.
BAND OF HANDS MAKES NO REPRESENTATION THAT THE CONTENT AND INFORMATION ON THE SITES CONFORM TO YOUR LOCAL LAWS, AND IF YOU ARE ACCESSING THE SITES FROM A LOCATION OUTSIDE THE UNITED STATES, YOU ALONE ARE RESPONSIBLE FOR COMPLIANCE WITH YOUR LOCAL LAWS. THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, TO THE EXTENT THAT APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
7.2 Other Disclaimers and Limitations We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information, or information about the entity that you represent, at your own risk. Band Of Hands is not liable, and you agree not to hold us responsible, for any damages or losses arising out of or in connection with this Agreement, including, but not limited to: (a) your use of or your inability to use the Sites or Services; (b) delays or disruptions in the Sites or Services; (c) viruses or other malicious software obtained by accessing, or linking to, the Sites or Services; (d) glitches, bugs, errors, or inaccuracies of any kind in the Sites or Services; (e) damage to your hardware device from the use of the Sites or Services; (f) the content, actions, or inactions of third parties’ use of the Sites or Services; (g) a suspension or other action taken with respect to your account; (h) your reliance on the quality, accuracy, or reliability of postings, user profiles, recommendations, reviews and feedback (including their content, order, and display), or metrics found on, used on, or made available through the Sites; or (i) your need to modify practices, content, or behavior or your loss of or inability to do business as a result of changes to the Agreement.
7.3 LIMITATION OF LIABILITY. IN NO EVENT SHALL WE OR OUR THIRD-PARTY SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SITES OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF MONIES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY, WHICHEVER IS LESS. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
7.4 General Release Band Of Hands is not a party to any Job or any other contract between you and another User. If you have a dispute with another registered User, you release Band Of Hands (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, whether it be at law or in equity, arising out of or in any way connected with such dispute or relating to any disputes regarding the performance, any injuries or damages, services, quality, relation, payments, refunds, or any other issue arising from the Job in question between you and another User.
7.5 STATE SPECIFIC RELEASE. YOU HEREBY WAIVE CALIFORNIA CIVIL CODE §1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
7.6 State Specific Legal Notice Band Of Hands, located at 9320 Chesapeake Drive Ste 101, San Diego, California 92123, is the provider of the electronic commercial service on the Site. Users are notified, via the Site, in advance regarding any applicable service charges. The Consumer Information Division of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, CA 95834 or by calling 1-800-952-5210. Upon your request, you may have this Agreement sent to you by email. Please contact Band Of Hands to resolve a complaint regarding any aspect of service relating to the Site by writing to the attention of Customer Support at the above address or contact us through Customer Support at: (858) 284-3700.
7.7 Zero Tolerance Policy Band Of Hands does not tolerate the use of alcohol or drugs by anyone performing any job on the site, including Pick Up and Delivery services, or any other service, if impaired. If you believe that the Worker may be under the influence of drugs or alcohol, please end the Job immediately and notify Band Of Hands by contacting Help within the Site. You can also get in contact by email: firstname.lastname@example.org.
8. DISPUTES; ARBITRATION; WAIVER OF TRIAL BY JURY; CLASS WAIVER
Band Of Hands prefers to address your concerns without the need for formal legal action. Before you initiate any claim against Band Of Hands, you agree to try and resolve your dispute informally by contacting us at: email@example.com or (858) 284-3700. We will attempt to resolve your dispute within 30 days of receipt of your submission.
8.1 PLEASE READ THE FOLLOWING CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS. In the unlikely event that Band Of Hands is unable to resolve your dispute within 30 days of receiving your submission, you and Band Of Hands agree that all disputes or claims that have arisen or may arise between you and Band Of Hands relating to or arising out of the Agreement and/or your use of the Sites and/or Services shall be resolved exclusively through final and binding arbitration under the American Arbitration Association’s (“AAA”) rules for arbitration of commercial and consumer-related disputes, and you and Band Of Hands expressly waive trial by jury. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If AAA is not available to arbitrate, the parties shall select an alternative dispute resolution provider. The AAA rules will govern payment of all arbitration fees. The arbitration may be conducted in person, through the submission of documents, by phone, or online. Except as otherwise provided here, arbitration will be conducted in San Diego County, California.
You also agree that all claims and disputes must be arbitrated or litigated on an individual basis and not on a class or other collective action basis, and claims of more than one user cannot be arbitrated or litigated jointly or consolidated with those of any other user. Accordingly, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class or other collective action. This class and collective action waiver shall not be severable from this Agreement in any case in which the dispute is filed as such a class or collective action and a civil court of competent jurisdiction finds that this waiver is unenforceable. In such instances, the class or collective action must be litigated in a civil court of competent jurisdiction. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement. This arbitration provision will survive the termination of your relationship with Band Of Hands.
8.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”). The Business and Worker, when hired as an Independent Contractor, mutually agree to resolve any justifiable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all claims arising out of or relating to this Contract, when a Worker is classified as an Independent Contractor, the Worker’s provision of services to a Business posting jobs on the sites, the payments received by the Independent Contractor, the Company or its Customers, the termination of this Contract, and all other aspects of the Independent Contractor’s relationship with the Sites, 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, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to Contractor’s relationship or the termination of that relationship with the Sites. The agreement by the Independent Contractor and the Sites to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Sites may have against the Contractor and/or that the Contractor may have against the Sites, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.
The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. However, as stated in the “Class Action Waiver” below, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”
This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress. This Arbitration Agreement also does not apply to Private Attorney General Action claims under California law, which may only be brought in a court of law—not in arbitration.
8.2.(a) If either party 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, and (3) a description of the remedy sought. Any demand for arbitration by an Independent Contractor must be delivered to firstname.lastname@example.org.
8.2.(b) Class Action Waiver. The Sites and Independent Contractor mutually agree that by entering into this Arbitration Agreement, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below, any claim that all or part of this 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 and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
8.2(c) Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an Independent Contractor in fact and in law, that Contractor is not an employee of the Sites or the Sites Subscribers and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.
8.2(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties obtained from the Sites.
(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Sites shall pay all of the Arbitrator’s fees and costs.
(4) 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.
(5) Except as provided in the 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.
(6) 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.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
(8) Either the Sites or Contractor 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; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.
8.2(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act.
8.2(f) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except in addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement.
8.3 Modifications to Application Band Of Hands reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated earlier, the Arbitration Agreement will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Band Of Hands shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.
8.4 W-2 Workers All Workers that are hired and performed work as a W-2 Worker on the Band Of Hands sites agree to the Terms and Conditions of the Employer of Record including their arbitration clauses and agreements that were signed before work commenced. For complete details of those agreements, contact email@example.com.
9. GENERAL PROVISIONS
9.1 Choice of Law. You agree unconditionally and mandatorily to the exclusive venue and jurisdiction for any dispute arising under the Agreement in the state or federal courts of San Diego County, California. This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California.
9.2 Compliance with Law. You are responsible for compliance with applicable U.S. state, U.S. federal, foreign or international laws, regulation and treaties, keeping in mind that access to the contents of the Sites may not be legal for or by certain persons or in certain countries.
9.3 Modification and Waiver. Band Of Hands will not be considered to have modified or waived any of our rights or remedies under this Agreement unless the modification or waiver is in writing. No delay or omission by Band Of Hands in exercising its rights or remedies will impair its rights or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy.
9.4 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be given its nearest legal meaning, or be construed as deleted, as such authority determines, and the remaining provisions shall remain in full force and effect.
9.5 Assignment or Transfer You will not transfer, assign or delegate your rights or obligations (including your Account) under this Agreement to anyone without the express written permission of Band Of Hands, and any attempt to do so will be null and void. Band Of Hands may assign this Agreement in its sole discretion.
9.6 Force Majeure Except for the payment of fees to Band Of Hands, neither of the parties to this Agreement shall be responsible for the failure to perform or any delay in performance of any obligation hereunder due to labor disturbances, accidents, fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law or any other similar conditions beyond the reasonable control of such party. The time for performance of such party shall be extended by the period of such delay.
9.7 Notices Band Of Hands may give notice by means of a general notice on the Services, electronic mail to your email address in your account, or by written communication sent by first class mail or pre-paid post to your address in your account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Band Of Hands, with such notice deemed given when received by Band Of Hands, at any time by first class mail or pre-paid post to Band Of Hands, Inc., 9320 Chesapeake Drive Ste 101, San Diego, CA 92123.
9.8 Headings and Labels Captions and/or headings contained herein are for convenience only and are not meant to limit the terms contained herein.
9.9 Integration This Agreement and all documents referenced in this Agreement (including the policies listed and available by hyperlink) comprise the entire agreement between you and Band Of Hands with respect to the use of the Sites and Services and supersedes all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any website that links to or are linked from the Sites.
Sample Worker Contract (Reference only)
This contract, perfected this _______(date) between CTP, Inc. and __________ ( EMPLOYEE) shall control the relationship between the parties and stipulate the particulars of the work to be performed.
The parties hereto agree as follows: All parties acknowledge that this is the exclusive and complete instrument of agreement between them and that it supersedes and replaces any and all other oral and written communications between the parties as to the subject matters covered herein. The parties further agree to be bound by, and obey, the particulars of this agreement, respecting both its clauses and stated intent.
1) RELATIONSHIP OF THE PARTIES As the Employer of Record, CTP, Inc. agrees that it shall assume responsibility for all federal, state, and local withholding taxes, social security taxes, workers compensation insurance fees, sales taxes and any and all other fees, taxes, or levies associated with hiring a temporary W2 Employee in the state of [Not Provided].
2) SERVICES EMPLOYEE agrees to provide the benefit of his/her skills and experience for the express purpose of providing services to Band of Hands (CLIENT). Further, EMPLOYEE agrees to provide a timesheet and status report to CTP, Inc. on a weekly basis.
3) COMPENSATION EMPLOYEE shall be compensated at an hourly rate of $xxx.00. CTP, LLC agrees to pay EMPLOYEE on a weekly basis for all hours worked the week prior for CLIENT, as reflected in the signed timesheets and status reports.
4) TERM Upon ratification, this agreement shall remain in force between the parties for an Indefinite term with a target term of X months.
5) COMPETITION EMPLOYEE agrees not to compete with CTP, Inc.. A) at any CLIENT which EMPLOYEE did not have a previous relationship with, but CTP, Inc. did have same; B) at any CLIENT which EMPLOYEE was instrumental in helping CTP, Inc. establish a relationship with, so long as EMPLOYEE was compensated for this act; C) at any CLIENT which EMPLOYEE gained access to solely through benefit of the relationship contemplated by this Agreement. EMPLOYEE further agrees that during said non-compete period, he/she will not, either directly, or indirectly, either for himself/herself or for any other person, firm company, or corporation, solicit, divert, or take away any of the existing CUSTOMERS of CTP, Inc..
6) COMPETITION TERM EMPLOYEE agrees not to compete with CTP, Inc. during the life of this agreement and for a period of one (X)mos/year after this agreement has terminated.
7) CONFIDENTIALITY The parties agree and covenant as follows: EMPLOYEE agrees to hold as confidential all matters discovered during the course of this agreement which represent either a trade secret, proprietary information, and/or business confidential information disclosed by CTP, Inc. or CLIENT in the normal course of business or as a result of this agreement. This trust shall remain in force in perpetuity and no disclosures may be made of these matters to the detriment of CTP, Inc. or CLIENT, except by first receiving written release to disclose or unless directed to disclose during the normal course of performing assigned tasks under this agreement. It is also stipulated that disclosures required by statutory law, or other legal processes immune to resistance by EMPLOYEE, are not covered by the terms of this agreement. EMPLOYEE has a right to disclose any and all information to an investigative body, which has exercised power of subpoena or other coercive process, in furtherance of an active investigation. Information which exists in the public domain, or which is independently discoverable by the public, is exempt from this confidentiality clause.
8) TERMINATION CTP, Inc. shall have the right to terminate the Agreement at any time for failure of the EMPLOYEE to perform according to the requirements of the CLIENT. EMPLOYEE agrees to use his/her “best efforts” in the performance of any data processing systems and programming services provided with this Agreement. Should EMPLOYEE desire to terminate this Agreement it is requested that a two (2) week written notification be provided to CTP, Inc.
9) DEFAULT Failure of either party to comply with any term, condition, or clause of this agreement shall entitle the offended party to issue written notice requiring that the default or defect be corrected. If the default is not corrected 10 days after notice has been issued, the offended party shall be entitled to immediately terminate the agreement by issuing written notice, in addition to any and all other rights under this agreement or otherwise in law.
10) AMENDMENTS TO THE AGREEMENT No amendment to this agreement shall take force until signed by both parties and date. Additionally, amendments shall follow the general notice provisions of this agreement to allow the parties time to study the modified nature of the agreement.
11) SCOPE OF AGREEMENT This agreement supersedes any and all earlier agreements between the parties with respect to the services contemplated herein.
12) VENUE and JURISDICTION The parties stipulate that any legal actions arising from this relationship shall be brought in a court of the City of _______, State of _______, and all other rights of venue and jurisdiction are hereby expressly waived.
13) SEVERABILITY and INVALIDATION The parties agree and stipulate that should any term or provision of this agreement be found illegal or otherwise unenforceable, this shall not act to invalidate the whole of this Agreement, but shall, instead, cause the term or provision to be modified to the minimal extent necessary to render it enforceable or make it conform with the laws of the land, and the rights and obligations of the parties shall then be construed and enforced accordingly, in a manner which preserves to the fullest permissible extent the stated intent and particulars of this covenant.
14) HEADINGS Clause and provision headings are for reference only and are not part of this Agreement.
15) NOTICE The parties agree and stipulate that all notice contemplated by this Agreement shall be in writing and that same shall be delivered to the party for whom intended by U.S. mail, postage prepaid, and bear the address found under the signature of the parties herein. The parties further stipulate and agree that a faxed copy of notice shall have the same force of delivery and may be used in place of an original sent by U.S. mail. Unless explicitly stated elsewhere in this Agreement, all notice shall allow a period of five (5) days for notice by mail to be effective. The effective data notice by fax shall be the same day that said fax is sent to the party for whom intended.
16) ARBITRATION Any controversy or dispute arising out of or relating to, this Agreement, or the making, performance, or interpretation of it, shall be settled by binding, non-appealable arbitration under the commercial arbitration rules of the American Arbitration Association then existing, and judgement on the arbitration award may be entered and enforced in any court having jurisdiction over the subject matter of the controversy. In the event that it becomes necessary to enforce the terms and conditions of this Agreement, the prevailing party is entitled to recover reasonable attorneys fees and costs connected therewith. IN WITNESS WHEREOF, the parties hereto have ratified and executed this Agreement as of the date first written above and acknowledge that they have read, understood, and agree to be bound by the entire Agreement and its duly ratified amendments in all terms and particulars.
Signature Printed Name ______________________________
Sample Business Client Contract with CTP
Employer of Record Engagement Contract (Reference Only)
(“CTP”), as provider of Employer of Record services and ________________________, (“Client”) agree to the terms and conditions set forth in this Employer of Record Agreement (the “Agreement”) on _______________.
CTP’s Duties and Responsibilities
Employ the “Assigned Employees”. For purposes of this Agreement, the term “Assigned Employees” shall mean individuals identified by Client as persons to work on Client’s projects or assignments, but who will be employed as a matter of record by CTP, Pay Assigned Employees’ wages and provide them with W2 statements;
Pay the Assigned Employees at rates dictated to CTP by Client;
Withhold, and transmit payroll taxes, consistent with applicable law and the Assigned Employees’ state and federal withholding documentation;
Confirm Assigned Employees’ ability to work utilizing E-Verify;
Provide Assigned Employees unemployment insurance and workers’ compensation benefits, consistent with applicable law, and handle unemployment and workers’ compensation claims involving Assigned Employee(s) as needed;
Provide Assigned Employees health insurance, 401(k) benefits, and other employee benefits pursuant to CTP’s policies and plans provided to similarly situated CTP employees;
Provide for Assigned Employees to utilize sick leave or other paid or unpaid leaves of absences required by applicable law in the state where the Assigned Employee works;
Administer the Assigned Employees’ compliance with any background checks, non-disclosure agreements, or other placement prerequisites required by Client’s customers.
Client’s Duties and Responsibilities
2. Client will:
Properly assign Assigned Employees to performing work for Client’s customers, and be
responsible for its business operations, products, services, and intellectual property;
Properly supervise, control, and safeguard its premises, processes, or systems;
Ensure that Client’s customer sites at which the Assigned Employees are placed provide Assigned Employees with a safe work site and provide appropriate information and training with respect to any hazardous substances or conditions to which they may be exposed at the work site;
Exclude Assigned Employees from Client’s benefit plans, policies, and practices, and not make any offer or promise relating to Assigned Employees’ compensation or benefits.
Payment Terms, Bill Rates, Fees, and Integration
3. Client will pay CTP a ___% markup on the hourly rate of any contractor employed by CTP. CTP will invoice Client for services provided under this Agreement on a Weekly basis. Payment is due within forty-five (45) days of receipt of invoice. Invoices will be supported by the pertinent time sheets or other agreed system for documenting time worked by the Assigned Employees. Client’s signature or other agreed method of approval of the work time submitted for Assigned Employees certifies that the documented hours are correct and authorizes CTP to bill Client for those hours. If a portion of any invoice is disputed, Client will pay the undisputed portion. The parties will work in good faith to resolve payment with respect to any disputed invoice items.
4. Assigned Employees are presumed to be non-exempt from laws requiring premium pay for overtime, holiday work, or weekend work. CTP will charge Client special rates for premium work time only when an Assigned Employee’s work on assignment to Client, viewed by itself, would legally require premium pay and Client has authorized, directed, or allowed the Assigned Employee to work such premium work time. Client’s special billing rate for premium hours will be the same multiple of the regular billing rate as CTP is required to apply to the Assigned Employee’s regular pay rate. (For example, when federal law requires 150% of pay for work exceeding 40 hours in a week, Client will be billed at 150% of the regular bill rate.) Client will provide CTP with a Daily Work Order Status identifying the hours worked by each Assigned Employee.
5. In addition to the bill rates provided herein, Client will pay CTP the amount of all new or increased labor costs associated with Client’s Assigned Employees that CTP is legally required to pay—such as wages, benefits, payroll taxes, social program contributions, or charges linked to benefit levels—until the parties agree on new bill rates. Client will provide CTP with a Daily Work Order Status any new or increased labor costs associated with the Assigned Employees.
6. The parties will work together to achieve a prompt and efficient exchange of data to enable both parties to meet their respective obligations under this Agreement. On a ___ basis, Client will provide CTP -------------------------------------------. On a ___ basis, CTP will provide Client with _______________. The parties agree that the applicable Work Order Number will accompany every exchange of data reflecting time worked or billings, to enable the parties to allocate costs between work orders .
7. Both parties may receive information that is proprietary or confidential to the other party or its affiliated companies and their clients. Both parties agree to hold such information in strict confidence and not to disclose such information to third parties or to use such information for any purpose whatsoever other than performing under this Agreement or as required by law. No knowledge, possession, or use of Client’s confidential information will be imputed to CTP as a result of Assigned Employees’ access to such information.
8. The parties agree to cooperate fully and to provide assistance to the other party in the investigation and resolution of any complaints, claims, actions, or proceedings that may be brought by or that may involve Assigned Employees.
Indemnification and Limitation of Liability
9. To the extent permitted by law, CTP will defend, indemnify, and hold Client and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by CTP’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 1; its failure to make any payroll tax or insurance deduction payments required by law or applicable benefit plans; or the negligence, gross negligence, or willful misconduct of CTP or CTP’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
10. To the extent permitted by law, Client will defend, indemnify, and hold CTP and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) to the extent caused by Client’s breach of this Agreement; its failure to discharge its duties and responsibilities set forth in paragraph 2; or the negligence, gross negligence, or willful misconduct of Client or Client’s officers, employees, or authorized agents in the discharge of those duties and responsibilities.
11. Neither party shall be liable for or be required to indemnify the other party for any incidental, consequential, exemplary, special, punitive, or lost profit damages that arise in connection with this Agreement, regardless of the form of action (whether in contract, tort, negligence, strict liability, or otherwise) and regardless of how characterized, even if such party has been advised of the possibility of such damages.
12. As a condition precedent to indemnification, the party seeking indemnification will inform the other party within 7 business days after it receives notice of any claim, loss, liability, or demand for which it seeks indemnification from the other party; and the party seeking indemnification will cooperate in the investigation and defense of any such matter.
13. The provisions in paragraphs 9 through 13 of this Agreement constitute the complete agreement between the parties with respect to indemnification, and each party waives its right to assert any common-law indemnification or contribution claim against the other party.
14. Provisions of this Agreement, which by their terms extend beyond the termination or nonrenewal of this Agreement, will remain effective after termination or nonrenewal.
15. No provision of this Agreement may be amended or waived unless agreed to in a writing signed by the parties.
16. Each provision of this Agreement will be considered severable, such that if any one provision or clause conflicts with existing or future applicable law or may not be given full effect because of such law, no other provision that can operate without the conflicting provision or clause will be affected.
17. This Agreement contains the entire understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter of the Agreement.
18. The provisions of this Agreement will inure to the benefit of and be binding on the parties and their respective representatives, successors, and assigns.
19. The failure of a party to enforce the provisions of this Agreement will not be a waiver of any provision or the right of such party thereafter to enforce each and every provision of this Agreement.
20. Client will not transfer or assign this Agreement without CTP’s written consent.
21. Any notice or other communication will be deemed to be properly given only when sent via the United States Postal Service or a nationally recognized courier, addressed as follows:
22. Neither party will be responsible for failure or delay in performance of this Agreement if the failure or delay is due to labor disputes, strikes, fire, riot, war, terrorism, acts of God, or any other causes beyond the control of the nonperforming party.
Term of Agreement
23. This Agreement will be for a term of 1 year from the first date on which both parties have executed it. The Agreement may be terminated by either party upon 7 days written notice to the other party, except that, if a party becomes bankrupt or insolvent, discontinues operations, or fails to make any payments as required by the Agreement, either party may terminate the agreement upon 72 hours written notice.
Authorized representatives of the parties have executed this Agreement below to express the parties’ agreement to its terms.
Signature Printed Name Title:______________________________________
Signature Printed Name Title:______________________________________