Independent Contractor Services Agreement
The Busy Mobile Application is an internet application (“Busy Mobile Application” or the “Application”) owned and operated by Busy Technologies Corp. (“Busy,” “we,” “us,” or the “Company”). Busy provides a service (the “Service”) that allows its customers (“Customers”) to access Busy’s network of contractors (“you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Contractors have access to the Application to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests. PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS. Acknowledgment and Acceptance of Independent Contractor Services Agreement This Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Busy and you. By registering to become a Contractor, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Contractor, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein. Busy reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Contractors directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Busy does not assume any obligation to notify Contractors of any changes to this Agreement, or the creation or modification of any additional terms. Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You. You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices or documents required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number. Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work] and legally authorized to work in the United States to become a Contractor. If you do not meet these criteria, you may not register to become a Contractor. You acknowledge and agree that Busy is a technology services provider that does not provide transportation services. Capitalized terms are defined as set forth below or elsewhere in the Agreement. 1.1 “Services” means the services described in a Busy Request for services by a Contractor to a Busy Customer. 1.2 “Busy Request” means a notice provided, through the Application, to one or more Contractors, which includes a description of the services to be provided by the Contractors, the times at which the Busy Request begins and must be completed, and the fee associated with the Busy Request (the “Payment”). An open request is a request for services that has not yet been accepted by a Contractor (“Open Request”). In limited instances where a Busy Request has been posted with an erroneous fee amount (i.e., an amount in which the job is posted at a wage rate more than double the average wage rate posted by the Customer for similar jobs), Busy will allow the fee amount to be adjusted to the lesser of i) no less than one hundred twenty five percent (125%) of the average wage rate for similar jobs the Customer has posted within the last sixty (60) days or ii) thirty dollars ($30) dollars per hour. Contractors can use the Application to review Open Requests and to indicate their availability for Open Requests. Once a Contractor has accepted a Busy Request pursuant to Section 2, the Busy Request will become a “Busy Engagement”. 1.3 “Busy Mobile Application” or “Application” means the software application used by Busy in connection with the Services. 2. Contractors 2.1 Customer Conditional Offer Requirements and Privacy Information. Some customers may require completion of certain steps or requirements after you accept a Busy Request before you perform the Busy Request (“Conditional Offer Requirements”). Any Conditional Offer Requirements will be explained after you accept the Busy Request. Failure to complete such Conditional Offer Requirements to the satisfaction of the Customer will result in your inability to perform accepted Busy Requests. Please note that some of the Conditional Offer Requirements will require Busy or a designated third-party provider to ask for your social security number and share it with entities who require the information to facilitate the Conditional Offer Requirements. Busy may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account. Washington Users: Busy complies with state and local laws limiting pre-employment inquiries related to criminal arrests or convictions, including Washington’s Fair Chance Act, RCW 49.94.010. Busy does not permit Customers to use criminal background checks to automatically or categorically exclude Contractors just because they have a record of citation, arrest, or conviction for criminal conduct. 2.2 Best Efforts. By registering to become a Contractor and accepting an Open Request, you agree to use your best efforts to perform the Busy Engagement such that the Services meet the requirements and specifications of the Customer, for whom the Open Request was created. Once a Contractor has accepted a Busy Request, the Open Request will no longer be available for performance by other Contractors who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. If you fail to show up at the Customer location by the specified start time as noted on the Busy Request, Busy or Customer in their sole discretion may cancel the Busy Request without any penalty. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements. You agree to not possess, sell, receive, or operate under the influence of any drugs or alcohol while performing any Busy Engagement. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Busy and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Busy that is inconsistent with your being an independent contractor (and not an employee) of Busy. You are not the agent of Busy or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Busy or the Customer. As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement. Busy does not restrict the Contractor’s right to provide services through other parties, including competitors of the Busy Mobile Application; Busy expects the individual performing services as a Contractor will provide services for other parties; Contractor acknowledges and represents Contractor can earn income from other sources; Busy does not guarantee the Contractor any minimum amount of Busy Engagements; Busy does not provide a performance assessment for Contractors, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the Contractor uses to perform services; Busy does not pay a salary or hourly rate but rather facilitates Requestor’s payment of the rate set by the Requestor; Busy does not terminate the work during the term of this Agreement unless the Contractor violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement; Busy does not provide training, tools, equipment, benefits, or expense reimbursement to the Contractor; Busy does not dictate the time of performance; Busy does not combine its business operations in any way with the Contractor’s business, but instead maintains such operations as separate and distinct. Contractor shall have no legal authority to enter into contracts on Busy’s behalf or otherwise bind Busy in any way. Contractor is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Contractor renders. For purposes of New York City Local Law 140 only, to the extent it is deemed to apply, the “value” of the services performed pursuant to this Agreement is equal to the total amount paid by the Requestor for each service. Without limiting the generality of the foregoing: 3.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Busy, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Busy will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Busy, or any affiliate of Busy (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Busy, its parents, subsidiaries, affiliates or other related entities. 3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Busy will report the Payments paid to you for services rendered as part of Busy engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Busy for the cost of any tax liabilities incurred by Busy as a result of your failure to pay all applicable taxes in a timely manner. 3.3 Third Party Payment Processing Services. Payment processing services for Contractors are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). These documents can be found at the provided links or by using a search engine (such as Google or Bing) to seek the terms “Stripe Connected Account Agreement” or “Stripe Terms of Service,” respectively.” By agreeing to these terms or continuing to operate as a Contractor on Busy, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Busy enabling payment processing services through Stripe, you agree to provide Busy accurate and complete information about you and your business, and you authorize Busy to share it and transaction information related to your use of the payment processing services provided by Stripe. You further authorize Busy to electronically debit your Stripe account and, if necessary, electronically credit your account to correct erroneous debits. 3.4 On-Demand Independent Contractors Association Membership Enrollment. By agreeing to this Membership Enrollment Application, I understand I am agreeing to enroll in the On-Demand Independent Contractors Association (ODICA) and I am also agreeing to abide by the Bylaws of ODICA, as amended from time to time. Membership in ODICA is non-transferable and only one membership in ODICA is allowed per eligible person. A member may cancel his or her membership within thirty (30) days from the date you join ODICA, by sending a cancellation letter with your name and membership number to Member Services. ODICA bylaws are available upon request. Nothing herein creates the relationship of employer-employee between member and ODICA. Members of ODICA have access to certain benefits and/or products offered by ODICA, or sponsored by ODICA, Benefits and/or products are offered at the sole discretion of ODICA, and may vary by availability, vendor or the member’s state of residence. ODICA may change vendors or immediately terminate the benefits and/or products offered without prior notice to members. Termination of membership in ODICA will result in the loss of such benefits and/or products. By signing this form you authorize ODICA to share your information with such third-party vendors on an as needed basis only. Non-Voting Membership: By signing this form, I understand that I am enrolling as a non-dues-paying member of ODICA with no voting rights. I hereby state that I certify to the best of my knowledge and belief that all information on this form is complete and truthful and I am 18 years of age or older. Membership in ODICA is effective the first day of the month in which the member enrolls. 4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Busy. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Busy’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Busy’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that Busy and/or the Customer considers to be confidential or proprietary or which Busy has a duty to treat as confidential. 4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care. You agree that you will comply with the terms of the Busy Acceptable Use Policy with respect to your use of the Service (including the Busy Platform) which can be found at busyapp.com. Further, you agree that you will comply with the terms of the Busy Privacy Policy with respect to your use of the Service (including the Busy Platform) which can be found at busyapp.com. 4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Busy’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Busy, or is required by law or court order, provided that you immediately notify Busy in writing of such required disclosure and cooperate with Busy, at Busy’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court. 4.4 Removal; Return. Upon Busy’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Busy or, if so directed by Busy, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Busy in writing that you have fully complied with these obligations. You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Busy Engagement, or that is otherwise inconsistent with this Agreement or any Busy Engagement. 6.1 General. You represent, warrant, and covenant that: (a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers); (b) You will comply with all of the terms of this Agreement; (c) You will fully conform to the Customer specifications, requirements, and other terms of any Busy Request that you accept, and the Services delivered will be of a professional and workmanlike quality; (d) You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement; (e) Any workers that you may employ, engage or otherwise retain to assist with performance of Services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of Services in a safe, lawful and workmanlike manner. (f) You are not providing and will not provide labor or services to Busy for remuneration, but rather, you can use the Application to find and, if you wish, accept Busy Requests posted by Customers. (g) You will at all points remain free from the control and direction of Busy in connection with your use of the Application and the Service, including during your consideration and acceptance of any Busy Requests and during the performance of any Busy Engagements. (h) You recognize that Busy is an on-demand software-driven staffing platform and agree that Busy Requests posted by Customers are for work that is outside the usual course of Busy’s business. (i) You acknowledge and agree that Busy does not and cannot control the worksite(s) at or in which you provide any services to any Customers. You acknowledge that you should alert on-site personnel of any safety concerns or issues you might have. (j) You acknowledge and agree that requests for services are posted by Customers without review by Busy and that Busy cannot and does not verify the accuracy of any requests for services posted by its Customers. (k) You acknowledge that time is of the essence for the completion of requests for services. Thus, if a request for services has a set start time and you are not present and available at the set start time, the Requester may immediately cancel the request. (l) You will only accept Busy Requests for which you have the necessary skills, training, qualifications, expertise, licensure, and authority, and will perform Busy Engagements safely and in accordance with all applicable laws and regulations. 6.2. Indemnification. You will indemnify and hold harmless Busy and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Busy engagement, which act or omission gives rise to any claim for damages against you, Busy and/or its parents, affiliates, employees or agents. Busy specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Busy engagement. 6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of Busy. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Busy to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Busy requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an engagement for Busy, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Busy may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Busy Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Busy may have, and that Busy is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers’ compensation or occupational accident insurance, you will be charged a Trust and Safety Fee that will be paid towards Busy’s supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee. 6.4 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (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). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you. IN NO EVENT WILL BUSY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING 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. BUSY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY BUSY FOR BUSY ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF CERTAIN TYPES OF DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 8.1 Term; Termination by Busy. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Contractor using the Busy Mobile Application, then the Contractor’s next use constitutes a renewal of this Agreement. Busy reserves the right to terminate your access to the Application if you have not accepted a Busy Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Busy Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Busy, in its sole discretion, believes in good faith to be detrimental to its business interests. 8.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination. 9.1 Law. Except for the “Mandatory Binding Individual Arbitration And Class Action Waiver” below, which is governed by the Federal Arbitration Act, this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the by the laws of the Canada or, if you reside outside the Canada, the last state in which you resided regardless of your country of origin or where you access Busy, and notwithstanding any conflicts of law principles. 9.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”). The Company and Contractor mutually agree to resolve any justiciable 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, Contractor’s actual, attempted, or prospective use of the Service (including any access or use of any website maintained by Busy), the Contractor’s classification as an independent contractor, Contractor’s alleged or actual provision of services to the Company or its Customers, the payments received by Contractor for actually or allegedly providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company, 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, claims based on a joint employment or misclassification theory, 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 Company. The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, 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. To the fullest extent permitted by law, the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the formation, 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. This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by governing law. 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. (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 Contractor may be delivered to Busy at info@busyapp.com so long as the details set forth in the previous sentence are presented in the demand for arbitration. (b) Class Action Waiver. The Company and 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”). In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final 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 (if at all), but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. (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 Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement. (d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), although the parties may stipulate that the arbitration shall be governed by the American Arbitration Association Employment Arbitration Rules, depending on the claims at issue. In addition to and to the extent inconsistent with the foregoing AAA Rules, the following rules shall apply to any arbitration conducted pursuant to this Arbitration Agreement, unless the parties stipulate otherwise: (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 the majority of Busy Engagements or, if there is no such county, either the county in which the Contractor resided when she or he first agreed to these Terms of Use. (3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs; however, if Contractor initiates arbitration, then Contractor must bear the extent of such costs (if any) as Contractor would be required to bear in bringing and maintaining a comparable legal proceeding outside of arbitration. (4) The Arbitrator shall be empowered to order such discovery, by way of deposition, interrogatory, document production, or otherwise, as the arbitrator considers necessary to a full and fair exploration of the issues in dispute, 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 Company 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. (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, the Department of Labor, or similar state or local administrative agencies) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act. (f) The AAA Rules may be found at https://www.adr.org/Rules or by searching for “AAA Commercial Arbitration Rules” (or if applicable, “AAA Employment Arbitration Rules”) using a service such as www.Google.com or www.Bing.com or by asking info@busyapp.com to provide a copy. (g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. Therefore, terms of this Arbitration Agreement shall be severed, to the smallest extent possible, if required to uphold the enforceability of this Arbitration Agreement. 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. 9.3 Modifications to Application. Busy 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 above in Section 8.2 above, Section 9 (“General Provisions”), which contains 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 Busy shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services. Busy may respond to and comply with any writ of attachment, lien, levy, subpoena, warrant, or other legal order (“Legal Process”) that we believe to be valid. Where permitted by Law, we will make reasonable efforts to provide you notice of such Legal Process by sending a copy to the email address we have on file for you. Busy is not responsible for any losses, whether direct or indirect, that you may incur as a result of our response or compliance with a Legal Process.1. Definitions
3. Independent Contractor Relationship
4. Confidentiality, Privacy & Equality
5. No Conflicts
6. Representations And Warranties
7. Limitation Of Liability
8. Term & Termination
9. General Provisions
10. Responding to Legal Process
