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Contractor/Service Provider Terms of Use

Description: This is an agreement between Jared Nikkel doing business as Gigabby (“Gigabby”) and independent contractors seeking to sell their services through the Gigabby App.

Gigabby Contractor/Service Provider Terms of Use and End User License Agreement Effective Date: April 1, 2024

Welcome to Gigabby. This Terms of Use Agreement (“Agreement”) is made between you and Gigabby (“Gigabby”, “we”, “us”, “our”).

This Agreement limits your legal rights and our liability to you and imposes legal obligations on you. These obligations are accepted, by you, upon entering this Agreement.

Please read the following terms and conditions within this Agreement carefully before choosing to “Accept” or “Not Accept”. By clicking “Accept,” or by accessing and using the App or by creating a Gigabby Service Provider profile or by providing any Services advertised through the App, you are entering into a binding legal contract with us. If you do not accept and agree to all the terms and conditions in this Agreement, please do not click “Accept”.

This Agreement applies to the App and all Services made available through the App. All references herein to the App will be deemed to apply to the App, and all references to Services and related matters will apply to all such matters.

Agreement applies to and legally binds Contractors, which are referred to as Service Providers in this Agreement, and you become a Service Provider upon any one or more of the following: clicking “Accept,” using the App, creating a profile on the App, or providing Services advertised or made available through the App. Customers are required to enter into a separate agreement with us, and with you.

You agree that you enter into this Agreement as an independent contractor, as defined below. You warrant and represent to us that you are of the full age of 19 years, or the age of majority in your jurisdiction, whichever is higher. If you are under the age of majority, you cannot enter into this Agreement. This Agreement commences after you click “I Accept”. Capitalized terms in this Agreement have the meanings defined below.

We may change the terms and conditions of this Agreement at any time upon 15 days’ notice. Notice may be validly given by email or text message, whether you receive, open or download the message containing such notice, or by posting in the App. Notice will be deemed to be given by us and received by you upon our sending the email or text message providing such notice or posting the notice in the App. Your continued use of the App or booking or receipt of Services following such notice will be conclusively deemed to confirm your acceptance of the changes to this Agreement as stated in the notice sent to you.

1. DEFINITIONS

1.1 Below are the defined terms generally used in this Agreement, which may be used in both the singular and the plural, if and where applicable:
“App” refers to our proprietary application and includes the Website and the use of the Website, unless it is stated otherwise.
“Customer” refers to any one or more persons, consumers, homeowners, property owners, occupants of real property, clients, or companies which request Services for themselves or a third party through the App.
“Fees” refers to all payments and charges you as the Service Provider agree to make to utilize the services provided by us, the company
“Job Request” refers to an online request for a specific job, project or other service, submitted by a Customer on the Gigabby App. It is posted through the App and made available to you, the Service Provider, to potentially accept and perform as a Service.
“Service Provider” refers to you the independent contractor that performs the Services.
“Services” refers to the services offered or made available by you as a Gigabby Service Provider using the App and which you perform as a Service Provider.
“Statement of Work” refers to any electronic communication contained or derived from a Customer’s Job Request submitted through the App, or by email, text, and any other means of communication that is intended to set the expectations related to the scope of Services provided by the Service Provider, along with the timeline and remuneration and any other details deemed applicable to the Service Provider in relation to a Service.

2. SERVICES

2.1 Services

By accepting this Agreement, you agree to the following terms, conditions, and descriptions of the App and how you may interact with it as a Service Provider:

a) The App's purpose is to provide a convenient, quick, and easy way for you and other Service Providers to promote your business and connect with Customers who need the Services you provide. Our App acts as a third-party marketplace or digital bulletin board, where our Customers can post Job Requests and be connected to Service Providers who they can enter a Statement of Work with. Though we expect the Service Providers using our App to provide exceptional service and act in a respectful and professional manner, the Services are provided by you as an independent contractor.
b) Once a Customer has created a Job Request, the App will list this Job Request as available for you, the Service Provider, or other service providers on the App.
c) Job Requests are accepted through your interaction and issuance of a Statement of Work with a Customer Outside the App. All of your communications with a Customer in relation to a Job Request must comply with this Agreement and You acknowledge that upon accepting a Job Request, you will take commercially reasonable steps to provide the Services as quoted to the Customer in any Statement of Work when the Statement of Work has been accepted by the Customer. The terms of a Statement of Work are prepared and determined entirely by you and the Customer and we are in no way involved in or responsible for any Statement of Work that you enter into with a Service Provider as our role is strictly that of a third-party marketplace or digital bulletin board.
d) You acknowledge that before entering into any Statement of Work with a Customer, you will have all required certifications, qualifications, permits, and applications and be legally able to provide the Services in compliance with all requirements of any applicable worker’s compensation, legislation, and regulations. In addition, you are responsible for ensuring that all employees and sub-contractors working for or under you are in compliance with this section and are properly trained for the Services that are being provided. You accept full responsibility for compliance with all workplace safety legislation and regulations. You acknowledge that we may request verification of such certifications, qualifications, permits, and legal approvals from time to time and that we may remove you from the App if you are unable to provide evidence of such certifications, qualifications, permits, and legal approvals.
e) As a registered user of the App, you agree that feedback provided about the Services you provided, or are reported to have provided and a rating may be applied to your profile on the App.
f) You acknowledge and agree that Customers who request Services through our App may or may not be fully insured or have other applicable coverage on their homes, vehicles, or other property that you may interact with while performing Services. We provide no guarantee of these coverages, and by acknowledging this, you agree that you enter into Statements of Work and provide Services to Customers entirely at your own risk.
g) You warrant and represent that you will carefully, fully, and completely review each Job Request to which you agree to provide Services for accuracy, errors, omissions, and incorrect information before agreeing to provide the Services. We will not be liable to you for any damages whatsoever arising out of errors or omissions in reviewing and accepting a Job Request entering into a Statement of Work that results in any loss to you.
h) We will have no liability to you whatsoever for any failure of the App to process or deliver notification that you have accepted a Job Request, or to deliver communication, including acceptance of a Job Request, to the Customer.

2.2 Policies, Procedure, and Requirements: You agree to uphold all policies, procedures, and requirements that may be implemented by us at any time.

2.3 Your Responsibility: Subject to the terms and conditions of this Agreement, you acknowledge that once you, as the Service Provider have accepted a Job Request and issued an accepted Statement of Work, you will be responsible for performing the Services and that no other responsibilities lie on us in relation to the Services except as expressly communicated within this Agreement. For greater certainty, under no circumstance will we provide compensation for any loss, non-payment or other liability incurred by you concerning the Services.

2.4 Equipment: You are responsible for providing any equipment or material needed to complete the Services. In addition, you are responsible for ensuring the safe use and operation of all equipment needed to complete the Services.

2.5 Safety: You agree to take every reasonable measure to guarantee the safety of you, your employees if applicable, Customers, or any other third-party persons who you may interact with while providing Services.

2.6 Fees & Promotion of Your Profile: Subject to the payment of the Fees, you will be promoted on the App. Upon your selection and corresponding payment of the Fees, we will commence the promotion of your profile pursuant to the terms of this Agreement. Notwithstanding the foregoing, we retain the absolute discretion to terminate the promotion of your profile at any time. Should we elect to terminate such promotion, you shall no longer incur any subsequent Fees. You expressly acknowledge and agree that the payment of Fees does not constitute a guarantee of any specific outcome related to the promotion, including but not limited to an increase in Job Requests received or services rendered through the App.

2.7 Honest Performance and Good Faith: You agree that you have a duty of honest performance and good faith with respect to this Agreement, Statements of Work, Services performed, and performance of your obligations under this Agreement, and you will not breach any such duty.

3. GRANT OF LICENSE TO THE APP

3.1 Copyright: The entire contents of the Gigabby App are copyrighted, unless otherwise indicated. This includes all software, algorithms, scripts, tools, data information, trademarks, graphics, or content of any kind that is displayed or made available through the App.

3.2 Grant of Use

a) This Agreement grants you limited license to use the App for its intended purpose. This does not allow you the right to sub-license any of the previously mentioned content.
b) All rights are reserved, and content may not be reproduced, downloaded, published, or transferred in any form without the direct permission of Gigabby.
c) All rights not expressly granted in this Agreement are reserved exclusively to us. The App is licensed, not sold, and you do not own the App, or any right, title, or interest therein, other than the foregoing limited license.
d) This Agreement is for licenses and services and is not a sale of goods. You may not use the App as a service bureau, reseller, distributor, or sales agent for goods or services.
e) You acknowledge and agree that the App is subject to copyrights and other intellectual property rights, and you will not run, copy, distribute, publish, rent, display or use the App except as permitted in this Agreement. You will not reverse engineer, decompile or otherwise attempt to discover the source code to the App.

4. PROHIBTION AND ACCEPTABLE USE

4.1 Acceptable Use: The App will be used only for lawful purposes, as outlined and permitted in this Agreement, and in any event you will not:

a) post, upload, transmit, display, send, or otherwise make available to any other person any information or content that:
i) is illegal, fraudulent, unlawful, infringing on intellectual property rights or copyright, discriminatory, racially, sexually, ethnically, or religiously offensive, sexist, racist, defamatory, abusive, threatening, including any form of hate speech, or violates any provincial or federal laws and regulations.
ii) invades or violates the privacy of any individual, misrepresents the personality of any individual, or collects, uses, or distributes personal information in an unlawful manner.
iii) that constitutes a pyramid scheme or similar content, including solicitation to buy any good or service, make any investment, or enter a contract other than those permitted by this Agreement.
b) do anything that puts at risk the App in any way, or that interferes with the function of the App for other Customers or Gigabby Service Providers.

5. JURISDICTION AND DISPUTE RESOLUTION

5.1 This Agreement will be made in British Columbia and will be governed by and in accordance with the law of the Province of British Columbia and the applicable laws of Canada, excluding any conflict of laws rules that might otherwise require the application of the laws of another jurisdiction. Regardless of your place of residence or jurisdiction in which you reside, whether permanently or temporarily, you submit to the exclusive jurisdiction of the courts of the Province of British Columbia and/or the Federal Court of Canada, as applicable. You agree to bring no action or seek to resolve any dispute with us in any other jurisdiction, and to not seek arbitration of any such dispute without our consent, and to not commence any action against us by a class proceeding.

6. TERM AND TERMINATION

6.1 Effect: This Agreement comes into effect upon your acceptance of this Agreement. It will continue to be in effect indefinitely unless terminated in accordance with the Agreement as outlined below.

6.2 Termination by You: This Agreement may be terminated by you at any time by removing your profile from the App.

6.3 Termination by Us: We reserve the right to suspend or terminate this Agreement at any time without notice or liability to you.

7. LEGAL RELATIONSHIP

7.1 Independent Contractor: The App functions as a marketplace or bulletin board and you agree to that any relationship with us, if any exists, is that of an independent contractor, not an employee or partner in/of Gigabby. We are, therefore, not entitled to provide you with any benefits such as workers' compensation, unemployment insurance, or compensation. You are not entitled to make any statements about us or on our behalf as employees. This Agreement does not make you a partner in the Gigabby or grant you exclusive rights over any other contactor that may enter into the same Agreement with us.

8. INDEMNITY

8.1 Obligation to Indemnify: You agree to defend, indemnify, and hold harmless Gigabby and any employees, directors, officers, agents, and investors against all direct or indirect claims, actions, suits, demands, causes of action, proceedings, judgements, losses, or damages of any kind arising from:
a) any claim arising from your negligence, breach of contract, misconduct, criminal, illegal, or unlawful conduct.
b) any breach of this Agreement by you.
c) any claim against us pertaining to Services provided by you as a Service Provider.

8.2 Application of Insurance: The foregoing indemnity shall apply regardless of whether you have obtained insurance coverage, or otherwise have, or do not have, insurance coverage.

9. INSURANCE

9.1 Insurance: You must acquire insurance policies that are satisfactory to us and maintain these policies so long as you are bound by this Agreement. At the very least, you must carry the following:
a) workers compensation insurance;
b) commercial auto insurance; and
c) general liability insurance of no less than $1,000,000.

10.DISCLAIMERS AND LIMITATIONS

UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INJURY, DEATH, LOSS OF OR DAMAGE TO PROPERTY, INCLUDING REAL PROPERTY AND PERSONAL PROPERTY, CHATTELS AND INTANGIBLE PROPERTY, ECONOMIC LOSS, LOST PROFITS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER OR EQUIPMENT FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES ARISING FROM THIS AGREEMENT, THE SERVICES, ANY STATEMENT OF WORK, THE ACTIONS, ERRORS OR OMISSIONS OF ANY GIGABBY SERVICE PROVIDER. UNDER NO CIRCUMSTANCES SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT OR ANY STATEMENT OF WORK OR OTHERWISE EXCEED THE TOTAL OF ALL FEES ACTUALLY PAID BY YOU TO US UNDER THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIMS. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE APP IS PROVIDED STRICTLY “AS IS”, “WHERE IS” AND “AS AVAILABLE”. WE MAKE NO REPRESENTATIONS, CONDITIONS, OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION.

11. GENERAL TERMS

11.1 Entire Agreement: This Agreement, and any other documents required to be delivered pursuant to this Agreement and our Privacy Policy constitute the entire agreement between you and us, and set out all of the covenants, promises, warranties, representations, conditions and agreements between you and us with respect to the rights granted and obligations assumed herein and therein and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, pre-contractual or otherwise. There are no covenants, promises, warranties, representations, conditions or other agreements, whether oral or written, pre-contractual or otherwise, express, implied or collateral, between you and us in connection with the subject matter of this Agreement except as specifically set forth in this Agreement and any document required to be delivered pursuant to this Agreement. In the event of any conflict or inconsistency between this Agreement or other document required to be delivered pursuant to this Agreement, the terms and conditions of this Agreement will prevail and take priority to the full extent of any such conflict or inconsistency.

11.2 Waiver: No waiver by us of your performance, or any default in your performance of any provision, condition or requirement herein shall be a waiver of, or in any manner release you from performance of, such provision, condition or requirement unless such waiver is executed in writing by us.

11.3 Severance: Every provision outlined in this Agreement is meant to be severable. If any provision, person, entity, or circumstance is found to be illegal, invalid, or unenforceable the remainder of this Agreement, and its application, to any person, entity, or circumstance shall not be affected.

11.4 Amendment: No change, modification, or amendment to this Agreement made without our consent is binding. All changes, modifications, or amendments made to this Agreement must be written and executed by us.

11.5 Assignment: This Agreement is binding only to you. You are not permitted to transfer or assign this Agreement, and the obligations and benefits outlined by the Agreement, to another party. Any assignment or transfer by you will be void.

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