Review & accept your contractor agreement
Last upd: May, 2017
This is an agreement (“Agreement”) between YOU (herein after referred to as “You” or “the Contractor”), and CleanPanda, Inc. (“CleanPanda”). By accessing and using the CleanPanda technology, Platform and website, and by providing services, you expressly acknowledge and agree to be bound by the terms and conditions of this Agreement and any future amendments that may be made from time to time. CleanPanda reserves the right to modify this Agreement at any time, in its sole discretion, which shall be effective upon the posting or announcement of such Agreement or modification. By continuing to use the website, Platform or services, you specifically agree to be bound by such upd terms.
In consideration of the mutual covenants of the parties under the Agreement, the sufficiency of which is hereby acknowledged, the parties agree as follows:
Professional Cleaning Platform. CleanPanda operates a professional cleaning platform (“the Platform”). The Platform consists of proprietary business processes and technology designed to match users of professional cleaning services with third party contractors who perform such services subject to established guidelines created by CleanPanda. THE
CONTRACTOR ACKNOWLEDGES THAT CLEANPANDA DOES NOT PROVIDE CLEANING SERVICES, AND CLEANPANDA IS NOT A CLEANING SERVICE PROVIDER. CLEANPANDA OFFERS INFORMATION AND A METHOD FOR USERS OF ITS PLATFORM TO OBTAIN CLEANING SERVICES, BUT DOES NOT INTEND TO PROVIDE CLEANING SERVICES OR ACT IN ANY WAY AS A CLEANING SERVICE PROVIDER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY CLEANING SERVICES PROVIDED BY THE CONTRACTOR TO THIRD PARTIES.
Cleaning Services. CleanPanda, in its sole discretion, may provide the Contractor with access to the Platform, whereby the Contractor may be connected to third parties desiring to receive cleaning services. The Contractor hereby represents warrants and agrees that:
- Approvals: To the extent required by law, the Contractor will have all the appropriate licenses, approvals and authority to provide cleaning services for hire to third parties in all jurisdictions in which the Contractor provides such services (including without limitation such things as a business license, Employer taxpayer identification number (federal EIN and Cal EDD number), a recorded fictitious business name (where applicable) and if required, a business tax registration certificate). The Contractor further agrees that, at the request of CleanPanda, it will provide to CleanPanda information or documents confirming the Contractor’s compliance with this provision of the Agreement.
- Business Operation: The Contractor shall maintain its own set of books and records showing business income and expenses. The Contractor shall also file a business tax return with the IRS as well as any state and local business tax returns that may be required by law. The Contractor agrees that, at the request of CleanPanda, it will provide to CleanPanda information or documents confirming the Contractor’s compliance with this provision of the Agreement.
- Responsibility: The Contractor is free to employ or engage such individuals as contractor deems necessary or appropriate to provide the services under this Agreement; and if the contractor utilizes any employees or contractors, Contractor shall be solely responsible for compliance with all applicable labor, employment and tax laws and any benefits, and shall indemnify and hold CleanPanda harmless from any claims arising out of or relating to its engagement of such employees. Contractor will obey all applicable laws related to, and will be solely responsible for, any and all liability which results or is alleged as a result of, its provision of cleaning services under this Agreement, including, but not limited to, personal injuries, death and property damages. The Contractor will maintain all necessary insurance for its business as required by law. For example, in the event the Contractor employs or hires one or more employees, the Contractor will maintain an active workers’ compensation insurance policy. The Contractor further acknowledges and agrees that any employees or agents retained by the Contractor to perform services under this Agreement also must submit to and complete a background check investigation that is consistent with and satisfactory to CleanPanda’s standards.
- Information: All information the Contractor provides to CleanPanda (including information provided in background check form(s) and tax forms) will be complete, true and accurate.
- Work Standards Under the Agreement: For each job the Contractor accepts from the Platform, the Contractor agrees to perform services in a professional and diligent manner, to make reasonable efforts to perform the work to the satisfaction of the customer, and to perform any additional cleaning services that the customer reasonably requests that the Contractor perform at the time the Contractor performs work initially obtained through the Platform. The Contractor is free to accept or reject work available through the Platform. The Contractor understands and agrees, however, that upon accepting work the Contractor is expected to complete such work consistent with the standards set forth in this Agreement. The Contractor is free to cancel accepted work from the Platform, but understands: (i) that cancellations by the Contractor 24 hours or less before the start time of the appointments, (ii) instances where the Contractor does not show up to an appointment without cancelling it (a “no show”), or (iii) instances where the Contractor arrives late for a scheduled customer appointment or leaves early before the end of a scheduled appointment, may result in restricted access to cleaning opportunities on the Platform, and Platform may charge Contractor or withhold from Contractor's pay the acquisition cost of the affected Customer or $100 per such incident, whichever is greater. CleanPanda also may restrict access to cleaning opportunities on the Platform based on customer ratings and feedback, or any combination of the above factors. CleanPanda shall have no right to control the manner, means, and method by which the Contractor and/or the Contractor’s employees or agents provide services under this Agreement and shall be authorized only to: (i) direct the Contractor as to the elements of the services to be performed, the result desired to be achieved and when the services are to be completed; and (ii) assess the performance of the services by the Contractor and/or the Contractor’s employees or agents for the limited purposes of assuring that the services have been performed and determining the result of the Contractor’s efforts. The Contractor agrees and understands that CleanPanda shall have the right to inspect services provided by the Contractor for customers only to ensure that the services provided by the Contractor meet the standards set forth in this Agreement. The Contractor agrees to cooperate with CleanPanda by providing CleanPanda information about any services provided under this Agreement, as well as information about customer concerns or customer feedback.
- Rules Against Inappropriate Conduct: The Contractor shall not engage in any inappropriate conduct while providing services under the Agreement, including but not limited to: (i) abusive, harassing or vulgar language in spoken, written, or other electronic form;(ii) threatening and/or violent behavior; (iii) fraud; (iv) theft or unauthorized removal or possession of CleanPanda’s property or the property of other Contractors, or CleanPanda employees or customers; (v) unsafe behavior or practices (including but not limited to actions that pose a safety threat to the client, the client’s pets, or any other person, including CleanPanda employees or other contractors); and (vi) falsification, material omissions or destruction of records.
- Transportation: The Contractor is solely responsible for its transportation and the transportation of equipment to jobs the Contractor accepts from the Platform.
- Work from the Platform: The Contractor acknowledges and understands that CleanPanda has the absolute right to offer work to any other third party at CleanPanda’s discretion. Furthermore, the Contractor agrees and understands that work accepted by the Contractor for a particular customer does not guarantee that the Contractor will perform any subsequent work for that customer.
- Platform Communications: In addition to appointment reminders sent to the address & phone number provided during account setup, you may contact us at CleanPanda.com/help. Additionally, we may provide an optional phone number that connects you with your Client(s). This phone number is property of CleanPanda, Inc.. By providing your phone number and using the CleanPanda Platform, you agree that we may, to the extent permitted by applicable law, use your mobile phone number for calls and, if such phone number is a mobile number, for text (SMS) messages, in order to assist with facilitating the requested Professional Services. Standard call or message charges or other charges from your phone carrier may apply to calls or text (SMS) messages we send you. You may opt-out of receiving text (SMS) messages from us by replying with the word "STOP" to a text message from us. You acknowledge that opting out of text (SMS) messages may impact your ability to use the CleanPanda Platform. You agree to CleanPanda's use of a service provider to mask your telephone number when you call or exchange text (SMS) messages with a Service Provider or Service Requestor using a telephone number provided by CleanPanda. During this process, CleanPanda will receive in real time and store call data, including the and time of the call or text (SMS) message, the parties’ phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to CleanPanda's use and disclosure of this call data for its legitimate business purposes. By registering as an independent contractor for the Services, you acknowledge and agree that any incoming or outgoing calls, text SMS messages, and other communications transmitted to or through the Services, including to your Client(s), may be monitored and/or recorded for quality assurance purposes, including but not limited to assisting in the resolution of any disputes Clients may have with your performance or the Services. You consent to any such monitoring and/or recording, and hereby waive any notification requirement at the time such recording to the maximum extent permitted under applicable law. By providing your phone number, you expressly agree to future communications at that number by CleanPanda and any other entities CleanPanda identifies by telephone call and/or text message, including by calls or text messages made by an automatic telephone dialing system or other automated technology, even if you have opted-out of such calls through the National Do Not Call Registry (or state equivalent) or the internal do not call list of CleanPanda or any other company.
- Background Check Investigation: The Contractor acknowledges and understands that individuals performing services under the Agreement will be performing services within the homes of customers. The Contractor acknowledges and understands that, to the greatest extent allowed by law, CleanPanda conducts background checks by obtaining consumer reports and/or investigative consumer reports from a third party consumer reporting agency. Such background checks include, but are not limited to, investigation of criminal history records, consumer credit reports, and verification of education and work history. The Contractor has authorized or will authorize the obtaining of such reports by CleanPanda as part of the Contractor’s initial application process to perform services under this Agreement, as well as at regular intervals while the Contractor is performing services under this Agreement. CleanPanda also may investigate and obtain information about the Contractor for purposes of evaluating the Contractor’s candidacy for this engagement directly, without use of any third party provider. The Contractor authorizes all persons, schools, businesses, and other organizations contacted by or on behalf of CleanPanda about the Contractor to disclose to CleanPanda any and all reports and other information related to the Contractor’s qualifications for this engagement, without giving the Contractor prior notice of such disclosure. In addition, the Contractor hereby fully releases CleanPanda (including its officers, directors, agents, representatives and employees), and all other persons, corporations, partnerships and associations from any and all claims, demands or liabilities arising out of or in any way related to such investigations or disclosures. No individual will be engaged to perform services, or be permitted to continue performing services, under this Agreement unless he/she satisfactorily completes the required background check investigation(s), the results of which will be assessed by CleanPanda consistent with applicable law and in its sole discretion. The Contractor further agrees to notify CleanPanda immediately should Contractor (or any employee or agent of the Contractor who performs services under this Agreement) be arrested or convicted of any crime while Contractor’s application is pending or while Contractor is performing services under this Agreement, except as limited by applicable law.
- Client Contact: Neither the Contractor nor its employees will contact CleanPanda clients regarding payments or scheduling an appointment on its own. Contractor shall only book subsequent cleaning appointments through the CleanPanda Platform.
- Ability to Contract with other Contractors and Companies: Nothing in this Agreement shall limit the right of the Contractor to perform services for any other company, contractor or person, including direct competitors of CleanPanda. Nor shall anything in this Agreement restrict a principal, agent or employee of the Contractor from performing services for any other company, contractor or for any other person.
- Incentives: CleanPanda may from time to time offer incentive payments to Contractors. Such payments shall be at the discretion of CleanPanda and may be subject to eligibility requirements determined by CleanPanda. Unless agreed to in a separate writing attached hereto, such payments may be amended or terminated at any time by CleanPanda without notice.
Independent Contractor Status. The Contractor agrees and specifically warrants that he/she/it is a licensed independent contractor and not an employee, agent, partner or joint venturer of CleanPanda. As such, the Contractor acknowledges and agrees that neither the Contractor, nor Contractor’s agents or employees, are entitled to any benefits from CleanPanda or under any of CleanPanda’s health, retirement, pension, stock option or other equity, fringe benefit, severance, profit sharing or welfare plans. CleanPanda will not provide workers’ compensation, disability insurance, Social Security or unemployment compensation coverage or any other benefit to the Contractor or to the Contractor’s agents or employees. The Contractor further agrees that should the Contractor or Contractor’s agents or employees ever be deemed entitled to any such benefits, the Contractor hereby irrevocably waives any present or future entitlement thereto, and agrees to hold CleanPanda harmless and indemnify CleanPanda against any loss or expense that may result from collection of such benefits by the Contractor or Contractor’s agents or employees for any reason.
Fees for Services. The Contractor shall report to CleanPanda all services provided under the Agreement, so that CleanPanda can process payment at the rate agreed upon between CleanPanda and Contractor for all services provided under the Agreement, as reflected on Contractor’s dashboard. CleanPanda will pay the Contractor for services via direct deposit, based on the information the Contractor provides to CleanPanda.
CleanPanda will only pay for services completed under the Agreement that are in compliance with the Contractor’s obligations under this Agreement.
Training. The Contractor has the responsibility to ensure that individuals performing services on behalf of the Contractor under this Agreement have the appropriate training to perform cleaning services for customers under the standards set forth in this Agreement.
Equipment. The Contractor is responsible for providing all equipment and supplies needed to perform cleaning services under the Agreement. The Contractor may purchase, at its own expense, cleaning equipment and supplies from CleanPanda. Purchase of CleanPanda equipment and supplies is not required under this Agreement and the Contractor is free to use its own equipment and supplies to perform services under this Agreement. In addition, the Contractor may use any equipment and supplies purchased from CleanPanda for any purpose, including services the Contractor may provide to other companies, persons or contractors.
Proprietary Rights. To the extent the Contractor provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information regarding the Platform or CleanPanda’s products or services, the Contractor hereby assigns to CleanPanda all right, title and interest thereto. The Contractor will maintain the confidentiality of all non-public information it receives regarding CleanPanda and its products, services, finances, business, personnel, clients and other cleaning professionals, and the terms and conditions of this Agreement, and not use or disclose the same, except with the prior written consent of CleanPanda.
Use of Personal Information. Contractor consents to allow CleanPanda to use its personal and/or business contact information to send invoices to clients and as otherwise needed.
Termination. CleanPanda and the Contractor shall have the right to terminate this Agreement for any reason by providing the other party with 21 days written notice. Either party may terminate this Agreement for a material breach by the other party. In addition, the agreement is immediately terminable by CleanPanda if:
- The Contractor performs, or threatens to perform, cleaning services for a CleanPanda client outside the platform;
- A CleanPanda customer makes an allegation of theft; unsafe practices or behavior that poses a threat to a customer, any other person, or a customer’s pet; property damage; or abusive, threatening and/or violent behavior, against the Contractor or the Contractor’s agents or employees;
- CleanPanda, in its sole discretion, determines that the Contractor or its agents or employees have violated the Rules Against Inappropriate Conduct described in this Agreement; or
- The Contractor or its agents or employees do not satisfactorily complete a background check investigation, do not sign the CleanPanda Independent Contractor Agreement, or do not timely complete IRS Form W9, or any other tax forms that CleanPanda is required to collect.
Termination of this Agreement shall not affect accrued rights or obligations of the parties. In addition, the provisions of this Agreement related to Arbitration and Proprietary Rights shall survive termination of this Agreement.
Disclaimer of Warranties. CleanPanda provides the Contractor with access to the Platform on an “AS IS” basis and MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY CleanPanda TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
Assignment. The Contractor shall have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement with the written consent of CleanPanda, which shall not be unreasonably withheld. CleanPanda may fully assign and transfer this Agreement in whole or part.
General. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. In the event that any provision of this Agreement will be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Except as otherwise provided, this Agreement will be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof.
Binding Arbitration. The parties recognize that disputes may arise between the Contractor and CleanPanda or their related parties, and that those differences may or may not be related to the Contractor’s services under this Agreement. In order to gain the benefits of a speedy, less-formal, impartial, final and binding procedure to resolve such disputes, all such disputes will be resolved by means of binding arbitration as set forth below.
- Applicable Law. The Federal Arbitration Act will govern the interpretation and enforcement of the parties’ agreement to arbitrate. To the extent that the Federal Arbitration Act is inapplicable, the arbitration law of the state in which Contractor provides or last provided services to CleanPanda will apply.
- Claims Subject To Arbitration. The Contractor and CleanPanda agree to arbitrate all claims or controversies (“Claims”), past, present or future, whether or not arising out of the Contractor’s services under this Agreement, that CleanPanda may have against the Contractor, or that the Contractor may have against any of the following: (1) CleanPanda; (2) CleanPanda’s officers, directors, employees or agents in their capacity as such or otherwise; (3) CleanPanda’s parent, subsidiary and affiliated entities; (4) CleanPanda’s benefit plans or the plans’ sponsors, fiduciaries, administrators, affiliates and agents; and/or (5) all successors and assigns of any of them (each a “Company Party”). The only Claims that are arbitrable are those that are justiciable under applicable federal, state or local law. Arbitrable Claims include but are not limited to contract claims, tort claims, and claims for violation of any federal, state, or other governmental law, statute (including anti-discrimination statutes), regulation, or ordinance, except for any claims that are not arbitrable as a matter of law. The parties agree they will not initiate or prosecute any lawsuit in any way related to any claim covered by this agreement to arbitrate, other than one seeking temporary equitable relief in aid of arbitration. For any lawsuit seeking temporary equitable relief in aid of arbitration, where such an action otherwise is available by law, the parties consent to the personal jurisdiction of the state and federal courts located in the county (or comparable governmental unit) in which the Contractor last provided services to CleanPanda.
- Single-Claimant Arbitration Only. To the maximum extent permitted by law, the Contractor and CleanPanda hereby waive any right to bring on behalf of other persons or entities, or to otherwise participate with other persons or entities in, any class, collective, or representative action (including but not limited to any representative action under the California Private Attorneys General Act (“PAGA”), or other federal, state or local statute or ordinance of similar effect). The Contractor understands, however, that to the maximum extent permitted by law, the Contractor retains the right to bring claims in arbitration, including PAGA claims, for itself/himself/herself as an individual (and only for itself, himself or herself). If a court adjudicating a case involving CleanPanda and the Contractor were to determine that there is an unwaivable right to bring a PAGA representative action, any such representative action shall be brought only in court, and not in arbitration.
- Time Limits For Commencing Arbitration And Required Notice Of All Claims. The party asserting a Claim (the “Claimant”) must give written notice of any claim to the party against whom the Claim is asserted (the “Respondent”) not later than the expiration of the statute of limitations that the law prescribes for the Claim. Otherwise, the Claim will be deemed waived. The filing of a government complaint will not extend the statute of limitations for presenting any Claim to arbitration. The parties acknowledge that they are encouraged to give written notice of any Claim as soon as possible after the event or events in dispute so that arbitration of any differences may take place promptly. The written notice will identify and describe the nature of all Claims asserted, the facts upon which such Claims are based, and the relief or remedy sought. The notice will be sent to the Respondent by certified or registered mail, return receipt requested.
- Place Of Arbitration. The arbitration will take place in the county (or comparable governmental unit) in which the Contractor last provided services to CleanPanda, and no dispute affecting the Contractor’s rights or responsibilities will be adjudicated in any other venue or forum.
- Arbitration Procedures. The arbitration will be held under the auspices of Judicial Arbitration & Mediation Services (“J•A•M•S”). The arbitration shall be held in accordance with its then-current Comprehensive Arbitration Rules & Procedures (and no other J∙A∙M∙S rules), which are currently available at http://www.jamsadr.com/rules-download-rules. The Contractor understands that, upon request, CleanPanda will supply the Contractor with a copy of the J∙A∙M∙S rules. The Arbitrator shall apply the substantive law (and the law of remedies, if applicable) of the state in which the claim arose, or federal law, or both, as applicable to the claim(s) asserted. The Arbitrator is without jurisdiction to apply any different substantive law or law of remedies.
- Arbitration Fees and Costs. CleanPanda will be responsible for paying any filing fee and the fees and costs of the Arbitrator; provided, however, that if the Contractor is the Claimant, the Contractor will contribute an amount equal to the filing fee to initiate a claim in the court of general jurisdiction in the state in which the Contractor last provided services to CleanPanda. Each party will pay in the first instance the party’s own attorneys’ fees and costs, if any. However, if any party prevails on a statutory Claim that affords the prevailing party attorneys’ fees and costs, or if there is a written agreement providing for attorneys’ fees or costs, the Arbitrator will rule upon a motion for attorneys’ fees or costs under the same standards a court would apply under the law applicable to the Claim(s) at issue.
Waiver of Right To Jury Trial. The Contractor and CleanPanda acknowledge that by entering into this Agreement, they are waiving the right to have Claims decided by trial by jury.
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