(866) 470-6545
Help
Sign Up
Login
Help
Contact Us
Overview
Create Your Account
Login
Forgot Password
Leave Feedback
Account Terms
Service Terms
Gig Terms
Gig Terms
SERVICE AND GIG AGREEMENT FOR PREDEFINED SCOPES OF WORK DISPUTE RESOLUTION: CUSTOMER AND FULFILLMENT PARTNER ARE ADVISED THAT THIS AGREEMENT REQUIRES CERTAIN DISPUTES BE RESOLVED BY ARBITRATION, AS MORE SPECIFICALLY SET FORTH HEREIN. This Agreement for Predefined Scopes of Work ("Agreement") is entered into by and between CUSTOMER and one or multiple FULFILLMENT PARTNERS for the provision of certain predefined scopes of work as set forth herein and in the addendums or exhibits hereto. GreenLancer Energy, Inc. ("GreenLancer") shall act as the Agent to the CUSTOMER by assigning various Predefined Scopes of Work (“Gigs”) as set forth below to various qualifying FULFILLMENT PARTNERS. This Agreement shall govern any and all services performed by FULFILLMENT PARTNER(S) to CUSTOMER with regard to the Gigs described in the scopes of work, for the Price and Compensation as documented. CUSTOMER and FULFILLMENT PARTNER are individually or collectively referred to as a "Party" or the "Parties." WHEREAS, CUSTOMER is managing, consulting, constructing, building, designing, installing, quoting, or otherwise overseeing or involved with the installation or construction of a project (the “Project”) and is seeking Independent Contractors to assist with the design, procurement, and/or installation of the Project or certain of its components; WHEREAS, CUSTOMER desires to procure from a FULFILLMENT PARTNER or multiple FULFILLMENT PARTNERS, the technical deliverable necessary to plan for, design, construct, and install the Project or certain of its components; WHEREAS, any FULFILLMENT PARTNER who accepts this Agreement acknowledges and holds itself out as an Independent Contractor in business for itself who provides the types of services sought by CUSTOMER, will perform the particular Gig(s) assigned to it as described in the scopes of work to the specifications and quality requested by CUSTOMER, and will provide the means and methods necessary to do so as it sees fit, so long as the Gig(s) is performed and finalized by the “Completed By” date or time indicated in the scope of work; and WHEREAS, GreenLancer shall act as the CUSTOMER’s agent and is responsible for specifying Gigs to be assigned to FULFILLMENT PARTNER(S); for screening, inspecting, signing up FULFILLMENT PARTNERS; and for facilitating payment from CUSTOMERS to FULFILLMENT PARTNERS for FULFILLMENT PARTNER Services. Definitions a. "Affiliate" of a party means any person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with such first person, with "control" meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, and "person" broadly construed to include any natural person or any entity or association, trust, incorporated or unincorporated association, joint venture, joint stock company, or other entity. b. "CUSTOMER Data" means any designs, specifications, drawings, scopes of work, blueprints, lists, databases, or information relating to CUSTOMER or any of its Projects. c. "FULFILLMENT PARTNER Services" mean the products and services listed in the scope of work that are provided by FULFILLMENT PARTNER(S) to CUSTOMER. d. "Management Fees" mean the Fees charged to CUSTOMER by GreenLancer for the services GreenLancer provides as its Agents as described above and for use of the GreenLancer Platform and Site. e. "GreenLancer Platform" means the GreenLancer platform and website used to facilitate the contracting for and provision of the FULFILLMENT PARTNER Services, including, but not limited to, such systems for control panel, order form, billing, provisioning, payment, and other backend management, found at www.greenlancer.com. f. "Privacy Policy" means GreenLancer's Privacy Policy for the provision of Web hosting Services g. "Deliverable" means a physical or electronic file including but not limited to drawings, plans, schematics, studies, letters, maps, diagrams, investigations, permits, applications, materials, publications, supplies reports or other items of any kind prepared by in the course of performing a Service. h. "Work Product" means all the Deliverables due to the CUSTOMER for a given Service or Gig that was purchased CUSTOMER and FULFILLMENT PARTNER hereby agree as follows: 1. General Description of Services. FULFILLMENT PARTNER(S) agree to provide the services set forth in detail in the scope of work ("FULFILLMENT PARTNER Services") to CUSTOMER. CUSTOMER understands that each Predefined Scope of Work, known as “Gigs,” set forth in the scope of work may be and likely will be assigned to different FULFILLMENT PARTNERS to perform each separate Gig. CUSTOMER understands that each FULFILLMENT PARTNER will be responsible solely for their assigned Gig and specified Deliverable, but that CUSTOMER will ultimately receive one final and complete Work Product for its use, as contemplated in this Agreement. CUSTOMER and any FULFILLMENT PARTNER(S) agree and understand that multiple, separate FULFILLMENT PARTNERS may be counterparties to the CUSTOMER under this Agreement. CUSTOMER and FULFILLMENT PARTNER further agree that their identities shall remain anonymous from one another, and that they shall not attempt to learn the identity of one another. Notwithstanding the foregoing, GreenLancer shall be permitted to disclose the identity of any Users if legally obligated to do so or for any lawful purpose related to a lawsuit, a Claim, a dispute, or any other legal matter. 2. Addition/Modification of Services. The Services are not subject to modification or addition unless FULFILLMENT PARTNER(S) or GreenLancer obtain written approval of the modification/addition electronically signed by CUSTOMER ("Change Order"). The contents of a written Change Order shall include at a minimum all of the following: (a) a description of the particular modification/addition to the Services; (b) the amount of any change in CUSTOMER’s price and FULFILLMENT PARTNER’S Compensation (as defined below) resulting from the modification/addition; (c) any revisions in commencement, completion, or delivery dates, if any, resulting from the modification; and (d) CUSTOMER's electronic signature. GreenLancer shall not assign any modification/addition to the FULFILLMENT PARTNER Services, nor shall GreenLancer or any FULFILLMENT PARTNER incur any Management Fees or FULFILLMENT PARTNER Compensation (as defined herein) with respect to such modification/addition until they have obtained an electronically signed Change Order for such modification/addition. 3. Term of Agreement. The term of this Agreement shall commence on the date this Agreement and the scope of work are executed by CUSTOMER and all FULFILLMENT PARTNERS that will be a party hereto execute this agreement and accept their designated Gigs, and shall continue in effect until each Gig and all Work Product is completed under this agreement and accepted by CUSTOMER, or when GreenLancer and FULFILLMENT PARTNER(S) receive notice of termination from CUSTOMER (“Termination Notice") terminating this Agreement, which termination may be with or without cause. If CUSTOMER terminates this Agreement without cause, FULFILLMENT PARTNER(S) shall be paid by CUSTOMER for the Deliverables completed and rendered in accordance with the terms of this Agreement up to the Termination Date, and, if any Deliverable or Gig is completed and rendered to CUSTOMER, GreenLancer shall be paid its entire Management Fee. 4. FULFILLMENT PARTNER Compensation. Except as otherwise provided in any Change Order electronically signed or accepted by CUSTOMER, FULFILLMENT PARTNER shall be compensated ("FULFILLMENT PARTNER’S Compensation") on the basis specified in the gig documentation. FULFILLMENT PARTNER shall not be paid until the CUSTOMER has accepted all Work Product and any Deliverables. Once CUSTOMER accepts such Work Product and any Deliverables, GreenLancer shall distribute the compensation out of CUSTOMER’S Payment Method or third-party Payment Service Provider account, 45 days after acceptance of the work product. Receipt of Payment from the CUSTOMER to GreenLancer for the FULFILLMENT PARTNER’S work is a condition precedent to GreenLancer’s obligation to make a payment to the FULFILLMENT PARTNER, regardless of the reason for CUSTOMER’S nonpayment, whether attributable to any FULFILLMENT PARTNER(S), to GreenLancer, or to any other cause or no cause at all. At no time shall GreenLancer be liable to FULFILLMENT PARTNERS for any payment amount if a CUSTOMER fails to make payment through the GreenLancer Platform; GreenLancer simply facilitates the payment and makes sure it is paid out properly from the CUSTOMER’S Payment Method or third-party Payment Service Provider account. FULFILLMENT PARTNER acknowledges and agrees that its payment for the FULFILLMENT PARTNER Services is being paid from the CUSTOMER, and that GreenLancer is merely facilitating and approving of the payment as CUSTOMER’S agent. GreenLancer may, in its sole discretion and option, pre-pay FULFILLMENT PARTNERs for their work performed with cash on hand, regardless of whether or not the CUSTOMER has paid for that FULFILLMENT PARTNERs specific Gig. This option at GreenLancer’s discretion, however, does not waiver or alter the fact that GreenLancer is not obligated to make any payment until the CUSTOMER has made its payment, and waiver of GreenLancer’s obligation in one instance does not constitute a waiver in any other or future instances. 5. GreenLancer’s Management Fee. GreenLancer shall be paid a Management Fee from the CUSTOMER. CUSTOMER agrees that GreenLancer is entitled to this Management Fee for its services as CUSTOMER’s agent and for use of the GreenLancer Platform and Site. This amount is non-refundable and is due to GreenLancer as soon as CUSTOMER places the Work Product or any Deliverables contemplated in this Agreement, or are deemed to have requested such Work Product or any Deliverable. FULFILLMENT PARTNER(S) agree that GreenLancer has the right and entitlement to have its Management Fee distributed to it prior to any FULFILLMENT PARTNER is paid its FULFILLMENT PARTNER Compensation, and in the event that a CUSTOMER’S Payment Method or third-party Payment Service Provider account has insufficient funds to pay all FULFILLMENT PARTNER Compensation and the GreenLancer Compensation, GreenLancer has the right to have its compensation distributed to it in full first, before paying any FULFILLMENT PARTNER(s). 6. INDEPENDENT CONTRACTOR STATUS. IN PROVIDING THE FULFILLMENT PARTNER SERVICES, FULFILLMENT PARTNER IS ACTING AS AN INDEPENDENT CONTRACTOR TO THE CUSTOMER AND THIS AGREEMENT IS NOT INTENDED TO, NOR DOES IT, CREATE ANY EMPLOYER-EMPLOYEE RELATIONSHIP BETWEEN CUSTOMER AND FULFILLMENT PARTNER, BETWEEN CUSTOMER AND GREELANCER, OR BETWEEN GREENLANCER AND FULFILLMENT PARTNER, NOR SHALL IT BE CONSTRUED AS CREATING ANY JOINT VENTURE OR PARTNERSHIP BETWEEN ANY OF THE FOREGOING PARTIES. FULFILLMENT PARTNER WARRANTS AND REPRESENTS THAT IT IS IN BUSINESS FOR ITSELF, HAS SOURCES OF INCOME AND LIVELIHOOD OUTSIDE OF ANY WORK IT MAY DO FOR CUSTOMER OR THROUGH THE GREENLANCER PLATFORM, IS NOT ECONOMICALLY DEPENDENT ON CUSTOMER OR GREENLANCER, AND IS ABLE TO AND WILL MANAGE ITS OWN WORKLOAD BY DETERMINING THE MEANS AND METHODS USED TO PERFORM ANY CONTRACTED-FOR GIG. FULFILLMENT PARTNER ALSO ACKNOWLEDGES THAT IT MAY ACCEPT THIS SERVICE AND GIG AGREEMENT AND AS MANY GIGS AS IT PLEASES, OR MAY REFUSE ANY WORK OFFERED TO IT FOR ANY REASON AT ANY TIME. FULFILLMENT PARTNER IS LEFT TO ITS OWN DISCRETION, DESIRE, AND BUSINESS DECISIONS TO TAKE AS MANY GIGS OR AS FEW GIGS AS IT WOULD LIKE (INCLUDING NONE AT ALL), TO WORK FOR AS MANY CUSTOMERS OR AS FEW CUSTOMERS AS IT WOULD LIKE (INCLUDING NO CUSTOMERS AT ALL), AND TO PROVIDE ITS SERVICES ON AND THROUGH OTHER PLATFORMS OTHER THAN WWW.GREENLANCER.COM, SO LONG AS SUCH WORK DOES NOT DIRECTLY CONFLICT WITH THE WORK PERFORMED ON GREENLANCER’S PLATFORM OR WORK CONTRACTED FOR WITH ANY CUSTOMERS. FULFILLMENT PARTNER WILL SET ITS OWN HOURS AND METHODS OF WORK, SO LONG AS ITS WORK MEET THE QUALITY STANDARDS CALLED FOR AND IS COMPLETED BY THE “COMPLETED BY” DATE OR TIME. FULFILLMENT PARTNER’S SERVICES UNDER THIS AGREEMENT SHALL BE GOVERNED AT ALL TIMES BY THE FULFILLMENT PARTNER’S INDEPENDENT CONTRACTOR AGREEMENT, PREVIOUSLY EXECUTED BY FULFILLMENT PARTNER, WHICH IS EXPRESSLY INCORPORATED BY REFERENCE HEREIN. 7. Tax Reporting. FULFILLMENT PARTNER(S) shall be responsible for all applicable federal, state, local, and other taxes related to FULFILLMENT PARTNER’S Compensation and neither CUSTOMER nor GreenLancer shall withhold or pay any such taxes on behalf of any FULFILLMENT PARTNER, including, without limitation, federal, state, and other local income taxes, and social security. Since FULFILLMENT PARTNER is acting solely as an independent contractor under this Agreement, FULFILLMENT PARTNER shall not be entitled to insurance, incentive pay, overtime, holiday pay, bonuses, healthcare, workers’ compensation, unemployment benefits, pension or retirement benefits, or other benefits that may be normally provided by either CUSTOMER to its employees or by GreenLancer to its employees. 8. Ownership of Work Product; CUSTOMER’s Works. 8.1 Work Product. It is understood and agreed that any Deliverables, including but not limited to drawings, designs, permits, plans, schematics, feasibility studies, studies of any kind, letters, maps, diagrams, investigations, permits, applications, materials, blue prints, publications, stamps, supplies reports, or any other items of any kind prepared or used in the course of performing the FULFILLMENT PARTNER Services (collectively referred to as “Work Product”) are for the sole and exclusive use of CUSTOMER and that CUSTOMER shall be deemed to be the sole and exclusive owner of all the intellectual property rights thereto under the common law, state law, federal law, any applicable international law, or any other applicable law of any kind. Upon payment by CUSTOMER of all undisputed fees and costs, all rights, title, and interest in and to the intellectual property rights to the Work Product, including but not limited to the copyrights thereto, shall be assigned, transferred, and conveyed to CUSTOMER and shall be the sole property of CUSTOMER. FULFILLMENT PARTNER(s) and GreenLancer agree not to challenge the validity of CUSTOMER's ownership of the Work Product and, upon termination of this Agreement, all of such Work Product (not previously delivered to CUSTOMER), shall be delivered to CUSTOMER or otherwise destroyed upon request by the CUSTOMER or by GreenLancer. GreenLancer and FULFILLMENT PARTNER agree, to the extent reasonably necessary, to cooperate with CUSTOMER or its designee(s), both during and after the term of this Agreement, in the procurement and maintenance of CUSTOMER's rights in the Work Product and to execute, when requested, any other documents deemed necessary by CUSTOMER to carry out the purpose of this Agreement, to apply for, register, perfect, confirm, and protect CUSTOMER's rights in the Work Product. Prior to payment of the undisputed fees, CUSTOMER shall have an exclusive license from GreenLancer and FULFILLMENT PARTNER(S) to use the Work Product at its sole discretion. Any additional changes or modifications to the Work Product shall likewise become the sole property of CUSTOMER. FULFILLMENT PARTNER represents that it is the sole owner of any deliverable or Work Product copyrights that it delivers to CUSTOMER or that it is otherwise authorized to legally transfer exclusive copyright ownership to CUSTOMER. FULFILLMENT PARTNER further represents that the Work Product is an original creation for CUSTOMER. Work Product shall be delivered to CUSTOMER in whatever format is mandated in the scope of work. 8.2 CUSTOMER’s Works. In the course of FULFILLMENT PARTNER’S Services, CUSTOMER may furnish plans, materials, drawings, research, prototypes, blueprints, schematics, or other materials belonging to CUSTOMER (“CUSTOMER’s Work”). CUSTOMER's Works and all copyright interests thereto are now and, regardless of any work performed on CUSTOMER's Works by FULFILLMENT PARTNER, shall remain the sole property of CUSTOMER. FULFILLMENT PARTNER has no legal or copyright interest in all or any portion of CUSTOMER's Works, and any interest in them which FULFILLMENT PARTNER may acquire is hereby assigned to CUSTOMER. FULFILLMENT PARTNER has no right to use, copy, alter, distribute, or modify CUSTOMER's Works after the time this Agreement terminates, ends, or is no longer in effect. 8.3 Additional Terms Governing Work Product and CUSTOMER's Works. Neither FULFILLMENT PARTNER nor its employees, sub-contractors, or agents will distribute, copy, or otherwise use any of the Work Product or CUSTOMER's Works without CUSTOMER's express written consent. FULFILLMENT PARTNER will promptly deliver all originals and copies of the Work Product and CUSTOMER's Works at the termination of this Agreement or upon CUSTOMER's request, or, if requested to do so, destroy any CUSTOMER’s Work or information and provide verification of same in accordance with FULFILLMENT PARTNER’S Independent Contractor Agreement. As to both the Work Product and CUSTOMER's Works, CUSTOMER shall have the right to copy, distribute, and utilize such works on an unlimited basis to its divisions and affiliates, in any location, without the payment of any additional fee. 8.4 CUSTOMER’S Acceptance of Work Product and Deliverables. Once all Deliverables and Work Product are provided to CUSTOMER as final, CUSTOMER shall have three days (72 Hours) from the time it is electronically provided with the Work Product to either Accept the Work Product in whole, or to reject the Work Product for any reason. If CUSTOMER does not reject the Work Product within three days (72 Hours) of receiving the Work Product or at any time whatsoever uses the Work Product in or for its Project, the Work Product will be deemed accepted. Once the Work Product is Accepted, GreenLancer may facilitate the payment of all FULFILLMENT PARTNER Compensation and its own Management Fee out of the CUSTOMER’S Payment Method or third-party Payment Service Provider account and all Work Product and any Deliverables will be deemed as final with no further opportunity for refunds, returns, requested corrections or modifications, or any further obligations by any FULFILLMENT PARTNER or by GreenLancer. Any subsequent work, corrections, modifications, or any other requests after Work Product has been accepted or deemed accepted shall be an additional purchase, necessitating an additional Service and Gig Agreement, for an additional cost and Management Fee. 8.5 CUSTOMER’S Rejection or Requested Correction or Modification of Work Product and Deliverables. If, within the three day (72 Hour) period described in Section 8.4 above the CUSTOMER rejects the Work Product in whole or in part, or if any portion thereof does not meet the quality standards demanded in the scope of work or for any other just cause, GreenLancer will review the materials for quality assurance, or will contract such quality assurance to a FULFILLMENT PARTNER, as GreenLancer sees fit. If any work needs to be corrected or modified, GreenLancer or another FULFILLMENT PARTNER will make the corrections or modifications, at which time the CUSTOMER will be given the opportunity to review the Work Product as in Section 8.4 directly above and will have the opportunity to accept or reject the corrected Work Product (or have such Work Product deemed accepted). CUSTOMER will not be charged for the Work Product until such time it accepts the Work Product or it is deemed accepted. GreenLancer, however, reserves the right to dispute CUSTOMER’s rejections if GreenLancer believes, after adequate and reasonable review, that such Work Product is in conformance with the specifications in the scope of work. If GreenLancer, in its sole discretion, believes that a CUSTOMER is improperly rejecting conforming and adequate Work Product, it may freeze CUSTOMER’S Payment Method or third-party Payment Service Provider account in the amount allocated for the FULFILLMENT PARTNER Compensation and Management Fee called for in this Service and Gig Agreement. If GreenLancer takes this action, CUSTOMER shall have 90 days to initiate a Claim as set forth in Paragraph 14 of the User Account Agreement. If no Claim is initiated in that 90-day period, the Work Product in this Service and Gig Agreement will be deemed accepted and GreenLancer shall be entitled to distribute the amount attributable to all FULFILLMENT PARTNER Services called for in this Agreement and to receive its Management Fee. 9. Confidentiality. CUSTOMER, FULFILLMENT PARTNER, and GreenLancer each and all acknowledge and understand that all information relating in any way to any of the Parties’ or their business or affairs, whether written or oral, obtained by another Party in connection with this Agreement or any purchased FULFILLMENT PARTNER Services and any information regarding the nature and extent of the FULFILLMENT PARTNER Services (“Confidential Information”), shall, unless otherwise specified in writing, be deemed confidential. Furthermore, any Work Product created hereunder shall be considered Confidential Information. All Parties agree and acknowledge that the Confidential Information shall at all times be the sole and absolute property of the Party who furnished and/or owned or controlled the Confidential Information (the “Disclosing Party”) to any other Party (the “Receiving Party”) and no license or other rights to the Confidential Information is granted or implied hereby. The Parties acknowledge and understand that unauthorized disclosure of any Party’s Confidential Information would be extremely prejudicial to the Disclosing Party. Therefore, the Parties shall not disclose to any person or entity any Confidential Information unless such disclosure is authorized in writing by the Disclosing Party. If a Receiving Party discloses or threatens to disclose Confidential Information in violation of its obligations under this Section, the Disclosing Party shall be entitled to temporary or permanent injunctive relief prohibiting the disclosure of such Confidential Information. All Parties may share Confidential Information with employees, subcontractors, or agents who agree to be and are similarly bound by this confidentiality provision. If any Party is served with any subpoena or other legal process seeking the compelled disclosure of another Party’s Confidential Information, that Party shall notify the Disclosing Party within twenty-four (24) hours after receipt of such legal process. A Disclosing Party may, in its sole and absolute discretion and at its sole expense, contest the disclosure of such Confidential Information sought under such legal process or otherwise seek to quash any legal process or subpoena. Only after a final order of a court of competent jurisdiction requiring the disclosure of such Confidential Information may a Receiving Party disclose such Confidential Information as required by law. This prohibition of disclosure of Confidential Information shall survive the termination of this Agreement. Any Receiving Party hereby agrees to indemnify, defend, and hold a Disclosing Party and its affiliates, partners, employees, and agents harmless from any and all loss, damage, or liability which results from or arises in connection with the Receiving Party’s breach of its obligations under this Section. UPON TERMINATION OF THIS AGREEMENT OR UPON REQUEST, FULFILLMENT PARTNER WILL RETURN, OR GIVE WRITTEN CERTIFICATION BY EXECUTIVE MANAGEMENT OF THE DESTRUCTION OF ALL CONFIDENTIAL INFORMATION IN ANY FORM, WHETHER TANGIBLE OR DIGITAL FORM, INCLUDING ALL COPIES THEREOF, WHICH ARE IN FULFILLMENT PARTNER’S POSSESSION OR CONTROL. 10. Prohibited Activities. 10.1 FULFILLMENT PARTNER shall not, either individually or in association with any other individual or entity, knowingly perform services or engage in any activities that will either directly or indirectly conflict or compete with CUSTOMER’s or GreenLancer’s business(es) or interests. 10.2 FULFILLMENT PARTNER agrees, during the term of a Predefined Scope of Work, not to enter into a contract or accept an obligation that is inconsistent or incompatible with FULFILLMENT PARTNER'S obligations under any assigned Predefined Scope of Work, Service Agreement, or Gig Agreement. FULFILLMENT PARTNER warrants that there is no such contract or obligation in effect as of the date FULFILLMENT PARTNER accepts any Gig, Predefined Scope of Work, Service Agreement, or Gig Agreement and none will take effect thereafter that could interfere with such accepted work. FULFILLMENT PARTNER further agrees not to disclose to, deliver to, or induce CUSTOMER to use any confidential information that belongs to anyone other than CUSTOMER or FULFILLMENT PARTNER. 10.3 FULFILLMENT PARTNER agrees that should it learn the identity of the CUSTOMER that it came into contact with, learned the identity of, first came to know, or otherwise learned of through the GreenLancer Site or GreenLancer Platform or this Agreement, FULFILLMENT PARTNER will not contact CUSTOMER, will not solicit work from CUSTOMER, will not offer, advertise, or seek to provide his or her services to CUSTOMER, or will otherwise not accept any offers to provide his or her services or so provide his or her services to CUSTOMER outside of the GreenLancer Site or Platform. Should FULFILLMENT PARTNER perform any work for a CUSTOMER within a two-year period from the date of the last service provided by the FULFILLMENT PARTNER through the Site, FULFILLMENT PARTNER will forfeit any and all amount(s) earned from the CUSTOMER for such work and agrees that any such compensation will be due and owing to GreenLancer. FULFILLMENT PARTNER further agrees that any breach of this provision could cause immediate and irreparable harm to GreenLancer and that, as a result, GreenLancer will be entitled to seek equitable and injunctive relief against any FULFILLMENT PARTNER for violation of this provision or potential future provision, including but not limited to a Temporary Restraining Order, a Preliminary Injunction, and a Permanent Injunction. 10.4 CUSTOMER agrees to notify GreenLancer immediately of any violation of this Section 10.3. In the event of a violation of Subsection 10.3 above, FULFILLMENT PARTNER shall pay to GreenLancer any and all amounts received by CUSTOMER or any other individual or entity described above in violation of Subsection 10.3, however, such payment shall not limit, or operate as a waiver of, any other legal or equitable rights that GreenLancer may have against FULFILLMENT PARTNER at law, in equity, or under this Agreement, including without limitation, the right to equitable relief or punitive damages for such violation. Any violation of Section 10.3 is grounds for immediate and automatic disbarment of the offending FULFILLMENT PARTNER from the GreenLancer Platform and is a material breach of the FULFILLMENT PARTNER’s Independent Contractor Agreement. 10.5 Notwithstanding the foregoing, FULFILLMENT PARTNER may, and represents that it does, perform work for any others aside from CUSTOMER or through the GreenLancer Platform, and represents that it does not rely solely on CUSTOMER or the GreenLancer Platform for its livelihood or income. 11. Indemnification. To the fullest extent permitted by law, once CUSTOMER accepts any Work Product or Deliverables, CUSTOMER, for any reason, including for its own acts or failure to act, for those of its agents, employees, suppliers, or other representatives (including those employed directly or indirectly by such agents, employees, suppliers, etc.) (collectively, the “CUSTOMER Representatives”), shall indemnify, defend, protect, and hold harmless GreenLancer and FULFILLMENT PARTNER(S) and their affiliates or representatives, partners, stockholders, designees, officers, directors, agents, and employees and their respective heirs, executors, administrators, successors, and assigns (collectively the “Indemnified Parties”), from any and all losses, costs, expenses, reasonable attorneys' fees, and other costs of defense incurred in defending against any claim(s) or in enforcing this indemnity and defense obligation, liabilities, claims, court costs, demands, debts, causes of action, fines, judgments, and penalties (collectively, “Liability”) which may arise from or relate to: (a) any work, liabilities, damages, alleged negligence, product failures, product liabilities, or any and all claims of whatever nature arising out of the CUSTOMER’s Project; (b) death or injury to people or damage or injury to property in connection with the performance of the Project; (c) the negligent acts, errors, or omissions of FULFILLMENT PARTNER in connection with the performance of any FULFILLMENT PARTNER Services; (d) any and all liens, stop notices, and charges of any type, nature, kind, or description which may at any time be filed or claimed against the site of the Project or any portion thereof or the CUSTOMER in connection with performance of the Services; (e) any claim(s) under workers' compensation acts, disability benefits acts, and other employee benefit acts, (provided, however, the indemnity and defense obligation hereunder shall not be limited by any limitation on the amount or type of damages, compensation, or benefits payable under such acts); (f) violation of any local, state, or federal law, regulation, or code; or (g) infringement of any patent, trademark, or copyright, or violation of trade secret or other proprietary right, in connection with performance of the Services. Notwithstanding the foregoing, CUSTOMER shall not be obligated to indemnify FULFILLMENT PARTNERS to the extent any Liability is determined by a court of competent jurisdiction to have been caused by the gross negligence or willful misconduct of a FULFILLMENT PARTNER. In the event GreenLancer or FULFILLMENT PARTNER incurs Liability by reason of strict liability, or a similar legal theory, CUSTOMER shall, nonetheless, indemnify, protect, and hold them harmless from such portion of such Liability that, directly or indirectly, relates to CUSTOMER or others for whose negligent acts they may be liable or any or all of them. The obligations under this Section 11 shall survive expiration or termination of this Agreement. Nothing in this Section 11 shall be construed to negate, abridge, or otherwise reduce any other right or obligation of indemnity (including, without limitation, equitable indemnity) which would otherwise exist as to the Indemnified Parties. 12. Insurance. CUSTOMER and FULFILLMENT PARTNER shall procure and furnish evidence satisfactorily showing that all insurance, if any, has been obtained by such parties and that such insurance is in form and substance meeting with the obligations therein. 13. Effect of Termination. 13.1 Termination of Agreement. Upon any termination of this Agreement, FULFILLMENT PARTNER will immediately: (i) cease work, (ii) deliver to CUSTOMER all materials furnished by or owned by CUSTOMER, including all copies thereof; (iii) prepare and submit to CUSTOMER and GreenLancer an itemization of all completed and partially completed Deliverables, Services, and/or Work Product; (iv) deliver completed Deliverables, Services, and/or Work Product, if any; and (v) deliver, upon request, any work in process. 13.2 Continuation of Services. To the extent that any Services have not been completed upon termination, and to the extent that the parties mutually agree to completion of such Services, all of the provisions of this Agreement shall continue to govern such Services until completion. 14. Compliance with Law. All Parties agrees to comply with all applicable federal, state, and local laws, rules, regulations, or orders. 15. Notices. Each party must deliver all notices or other communications required or permitted under any Predefined Scope of Work, Service and Gig Agreement to the other party by uploading them to the Discussion Tab on GreenLancer’s Site for that particular Gig or Agreement. 16. Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by applicable law. 17. Governing Law and Venue. Any action by and between CUSTOMER and FULFILLMENT PARTNER related to or stemming from this Agreement or any rights obligations set forth by this Agreement will be governed, controlled, interpreted, and defined by and under the laws of the State of Michigan, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. CUSTOMER and FULFILLMENT PARTNER hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for Wayne County, Michigan, for any lawsuit filed there against them by each other arising from or related to the Predefined Scope of Work. Both parties hold GreenLancer harmless for any damages or claims that may arise or allegedly arise from any breach or alleged breach of this Agreement, and any suit or claim naming GreenLancer as a party or seeking any damages or equitable relief from GreenLancer must be brought in accord with and pursuant to Paragraph 14 of FULFILLMENT PARTNER’S and CUSTOMER’S User Agreements, accepted and entered into separately with GreenLancer, and each of its subsections, including its selection of governing law and forum, arbitration provision, waiver of jury trial or class action claims, and provisions pertaining to awarding of fees and costs to the prevailing party. 18. WAIVER OF TRIAL BY JURY/ARBITRATION. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, CUSTOMER AND FULFILLMENT PARTNER HEREBY EXPRESSLY COVENANT AND AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY IN CONNECTION WITH ANY LITIGATION OR JUDICIAL PROCEEDING BROUGHT AGAINST GREENLANCER RELATING TO OR CONCERNING, DIRECTLY OR INDIRECTLY, THIS AGREEMENT OR THE CONDUCT, OMISSION, ACTION, OBLIGATION, DUTY, RIGHT, BENEFIT, PRIVILEGE OR LIABILITY OF A PARTY. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN AND IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY THE CUSTOMER AND FULFILLMENT PARTNER, AND BOTH ACKNOWLEDGE THAT THEY HAVE ACCEPTED THIS WAIVER. ALL PARTIES HAVE HAD AN OPPORTUNITY TO SEEK LEGAL COUNSEL CONCERNING THIS WAIVER. THIS WAIVER IS INTENDED TO AND DOES ENCOMPASS EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A JURY TRIAL WOULD OTHERWISE ACCRUE FOR ANY CLAIM SEEKING RELIEF, EITHER LEGAL OR EQUITABLE, AGAINST GREENLANCER. THE PARTIES FURTHER CERTIFY AND REPRESENT THAT NO PARTY WILL SEEK TO CHALLENGE THIS WAIVER OF RIGHT TO JURY TRIAL. THIS WAIVER SHALL APPLY TO THIS AGREEMENT AND ANY FUTURE AMENDMENTS, CHANGE ORDERS, SUPPLEMENTS, OR MODIFICATIONS OF THIS AGREEMENT. 21. Non-Waiver of Breach. Waiver by either Party of any breach by another Party of any provision of this Agreement shall not be deemed a waiver of any other or subsequent breach, nor excuse any other breach of this Agreement by either Party. 22. Time is of the Essence. All Parties agree and expressly acknowledge that time is of the essence of this Agreement and failure to fulfill any obligations within this Agreement in a timely manner or in the time frame set forth in the scope of work could cause damage or harm to the other party(ies). 23. Trademark. None of the Parties will use another Party's name, logo, or trademarks in any fashion without the express written consent of the party who owns that name, logo, or trademark. Notwithstanding the foregoing, CUSTOMER expressly approves its name being placed on a list of representative clients for distribution by GreenLancer, whether on its website, in hard copy, or in any marketing materials. 24. Authority. By electronically accepting the Agreement, the accepting Party certifies that he or she is authorized to execute this Agreement and is taking this action with full authority on behalf of the User being bound hereto. 25. Counterparts. The parties acknowledge and agree that this Agreement will be executed in counterparts, and that multiple FULFILLMENT PARTNERS may and likely will be the counter-party to the CUSTOMER, depending on the Gigs that they are assigned and that they accept, and that a complete set of signed counterparts shall be deemed to be an original and all of which together shall comprise but a single instrument. FULFILLMENT PARTNER will accept a Gig by electronically accepting each Gig Assigned to it, in addition to accepting this Agreement. Each FULFILLMENT PARTNER may only be bound to certain Gigs as set forth in the scope of work, but all of the terms and conditions above shall apply in full force and effect. Signatures will be given via electronic signature and/or electronic transmission and shall be deemed given as of the date of such electronic transmission. Any CUSTOMER and any FULFILLMENT PARTNER who sign this Service Agreement and Gig Agreement shall be bound by its terms, shall be counterparties to one another, and shall be deemed to have entered into a binding and enforceable contract. If multiple FULFILLMENT PARTNERS accept this Service and Gig Agreement and the specific Gigs called for in the scope of work, however, no separate FULFILLMENT PARTNERS shall be bound to any other FULFILLMENT PARTNER in any way, shall be beneficiaries of one another, or shall have any obligations (and therefore no claims) against one another, but are merely separate counter-parties to the CUSTOMER. 26. Headings and Titles. The headings and titles in this Service Agreement and these Terms and Conditions are for convenience only and shall not affect their interpretation. 27. Effective Date. The Service Agreement and these Terms and Conditions shall be deemed effective upon the date the CONTRACTOR electronically accepts these Terms and Conditions through app.greenlancer.com, and shall remain in effect and shall be binding for the duration of the work contemplated in the Service Agreement. 28. Effect of clicking “I Agree.” By checking the “I AGREE” checkbox below, you acknowledge that you have read, understand, and agree to be bound by the terms above. These terms are a legal contract that will bind both Parties as soon as you click the following “I AGREE” button. If you reject the proposed terms above, you will be denied further access to the website and will not be permitted to submit a Quote on or for any Projects or otherwise Check Out any Services from this site. [DATE] [EMAIL ADDRESS] [FIRST NAME] [LAST NAME]
