Independent Contractor Agreement

Work Today Inc. Independent Contractor Agreement

This Worker Agreement (the Agreement) sets forth the terms and conditions whereby you, an independent service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the Worker), agree to provide certain services (as described on Schedule 1) to third parties that may, from time to time, be referred to you via the web-based platform of Work Today Inc. d/b/a Work Today, a Delaware corporation, with a mailing address at 520 Broadway, Suite 200, Santa Monica, CA 90401 (Work Today).

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 12.2.

1. GENERAL PROVISIONS

1.1 Background Statement.

Work Today is the creator of a technology platform that creates a marketplace to connect potential clients (Businesses) with fully-licensed (to the extent required by applicable law) and qualified professionals, such as Worker, in the business of providing home and/or office cleaning, Work Todayperson services, plumbing services, electrical services, painting services, and/or moving services (Services). Work Today provides a web-based and mobile application-based portal (the Work Today Platform) through which Businesses may connect with a network of Workers with whom they may arrange a variety of Services. Work Today and Worker intend that Worker will provide the services to Businesses strictly as an independent contractor Worker, and not as an employee, worker, agent, joint venturer, partner or franchisee of Work Today or any Business for any purpose. Work Today does not provide the Services described in this Agreement and does not employ individuals to perform said Services. Work Today's role is limited to offering the technology platform as a referral tool for Businesses and Workers and facilitating payments from Businesses to Workers.

Work Today and Worker acknowledge and agree that the Services are outside the usual course of Work Today's business and that the Services will be performed outside all of the places of Work Today's business.

1.2 The Work Today Platform and Terms of Use.

Before receiving access to the Work Today Platform, Worker must also review and agree to the Terms of Use of the Work Today Platform, which are incorporated herein by reference and which Worker acknowledges he/she has reviewed and accepted. To the extent the Terms of Use are inconsistent with this Agreement, this Agreement shall control. From time to time, in their sole and complete discretion, Businesses will post jobs on the Work Today Platform, setting forth the nature of the Services required (the Jobs). Jobs posted will include a date, general neighborhood or geographic area where the Job will take place and time frame (the Timeframe) in which Services are requested, and an estimate of time necessary to complete the work (the Estimated Work Time). Timeframes will be displayed either as a specific time (i.e. 5:00 pm) or as a range (i.e., 2:00 pm to 5:00 pm). The Estimated Work Time will be displayed either as a specific time (i.e. 2 hours) or as a range (i.e., 2-3 hours). Worker will then have the opportunity to review the Jobs and select those Jobs in Worker's area of expertise that meet Worker's preferred specifications as to Timeframe, date, neighborhood or geographic location and fees. Work Today does not guarantee any minimum number of jobs will be available to Service Provider at any point during the term of this Agreement. Subject only to the limitation set forth in Section 9.1, Worker is not obligated to review the Jobs posted or select any Jobs posted by any Business at any time. Once a Worker selects a Job, the platform will confirm the Job has been booked by the Worker by the Business. Once a Job is booked, a contract is formed directly between the Business and Worker for Worker to complete the Job. Service Provider hereby appoints Work Today to be its disclosed agent for the purposes of entering into such a contract with the Business. Worker agrees that Worker's name, phone number and likeness may be provided or made available to Business by or on behalf of Work Today after the Job is booked. It is possible that a Worker may claim a Timeframe and/or Estimated Work Time and receive a Job that has a shorter Timeframe and Estimated Work Time (i.e., a Worker may claim a Job with a Timeframe of noon-3 pm and has an Estimated Work Time of 2-3 hours and receive a Job that is at 1 pm and only 2 hours.) Worker acknowledges and agrees that s/he understands that claiming a Job that has a Timeframe and Estimated Work Time may result in receipt of a Job of less than the maximum time set forth in the Estimated Work Time.

1.3 Background Checks

Before receiving access to the Work Today Platform, Worker must submit to and pass a background check through Work Today's background check provider. Work Today conducts background checks in accordance with applicable law.

1.4 Application Processing

In select markets as set forth on Schedule 2, Worker may be required to pay nonrefundable application processing fee (Application Processing Fee) in order to process Worker's application. Payment of the Application Processing Fee does not guarantee a Worker access to or Jobs through the Work Today Platform.

2. THE SERVICES

Worker shall be eligible to book Jobs through the Work Today Platform requesting any Services that Worker is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Worker shall, upon request, provide proof to Work Today of all necessary licenses, permits and/or certifications before Worker provides any such Services under this Agreement.

2.1 Job Completion.

To ensure that the Work Today platform remains a reliable source of referrals and to ensure all Workers are able to have access to available Jobs, once Worker has been awarded a Job, Worker is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Business. Worker may not cancel the Job without advance notice of at least 24 hours to Business and Work Today, except in the case of an unavoidable emergency, in which case, Worker shall notify Business and Work Today as soon as practicable. In the event Worker, upon more than twenty-four (24) hours' notice, needs to reschedule a Job, Worker may contact the Business and attempt to reschedule the Job. In the event that the Business declines to reschedule, Work Today shall have the right to make the Job available on the Work Today Platform. Cancellation by Worker may result in termination of this Agreement in accordance with Section 9. Alternatively, at Work Today's discretion, cancellation by Worker may result in liquidated damages being charged to Worker as described in Schedule 3, which may be modified from time to time by Work Today. Worker and Business may reschedule a Job without Worker incurring responsibility for payment of liquidated damages provided the Job is rescheduled outside of the timeframes set forth in the then-applicable Schedule 3. If Business and Worker agree to reschedule, Worker agrees to notify Work Today as promptly as possible so that Work Today may update its Platform. In the event that the Business declines to reschedule, Work Today shall have the right to make the Job available on the Work Today Platform.

Worker understands and agrees that Worker's failure to complete a Job in accordance with Business's specifications after he or she has booked that Job using the Platform constitutes a material breach of this Agreement and could result in a fee or liquidated damages being charged to Worker as set forth in Schedule 3, as modified from time to time by Work Today, or termination of this Agreement in accordance with Section 9. Worker may be entitled to a fee or liquidated damages in the event a Business cancels or reschedules a Job as described in Schedule 3. Modifications to Schedule 3 will be effective upon written notification to Worker and will supersede any and all prior versions.

By accepting this Agreement, Worker authorizes Work Today to withhold the foregoing payment of liquidated damages, if any, as referenced in this Agreement, from Worker's Service Fees.

2.2 Business Ratings.

Worker acknowledges that the Work Today Platform is intended to refer Businesses only to those Workers who maintain the highest standards of professionalism and quality of service. Worker acknowledges that Business may rate and review a Worker at the end of every booking. Worker agrees to maintain high standards of professionalism and service, including but not limited to maintaining tools and materials consistent with industry standard and in good working condition, maintaining appearance and grooming standards consistent with industry standard, and maintaining a Business rating at or above the minimum rating established by Work Today for access to the platform, as modified from time to time. In the event a Worker's aggregate rating falls below the applicable minimum rating, Work Today reserves the right to deactivate the Worker's access to the Work Today Platform. Work Today agrees to provide Worker written notice of the minimum rating and any changes thereto.

2.3 No Control.

Worker shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from control and direction in the performance of the Services. Work Today shall not control or have any right to control the manner or means by which Worker performs the Services, including but not limited to the time and place Worker performs the Services, the Jobs Worker selects, the tools and materials used by Worker to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Worker to assist in completing Jobs, or the manner in which Worker completes the Jobs. Work Today will not and has no right to, under any circumstances, inspect Worker's work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Work Today have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.

Where approved in advance by the Business, and except as otherwise provided in this Agreement, Worker is not obligated to personally perform the Services. Worker shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Worker deems necessary and appropriate to complete the Services. Worker shall be solely responsible for the direction and control of any such personnel and for all acts and omissions of same.

Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by Worker, Worker shall require any such individuals to submit to a basic background check satisfactory to Work Today. Worker agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a professional appearance consistent with industry standards while performing Services.

Worker assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Worker and all persons engaged by Worker in the performance of the Services. Worker agrees that he/she is fully and solely responsible for filing, and shall file, an appropriate schedule of expenses and all other appropriate tax documents with the Internal Revenue Service in compliance with required filing periods. Worker shall be responsible for, and shall indemnify and hold Work Today harmless for any claims, suits, or actions related to this provision, including any such claims brought by Worker or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

To the extent required by applicable law, Worker agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

3. SERVICE FEES

3.1 Service Fees.

Business shall pay for completed Jobs through the Work Today Platform at the rates quoted by Work Today at the time the Job is posted on the Work Today Platform, which shall be based on the stated parameters of the Job (the Job Rate). Each Job made available to Worker on the Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Worker shall be entitled to upon completion of the Job, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to Work Today for referring the Job and facilitating the payment from Business to Worker (Booking Fee). In select markets as set forth on Schedule 2, Worker may be required to pay a weekly platform access fee ("Platform Access Fee") each week (Monday through Sunday) that Worker completes at least one Job through the Work Today Platform.

Modifications to pricing and fees will be effective upon written notification to Worker and will supersede any and all prior versions. By accepting this Agreement, Worker authorizes Work Today to withhold Work Today's Booking Fee and any other applicable fees from the payment made to the Worker for each Job.

3.2 Service Fee Negotiation.

If a Job referred to and accepted by Worker requires more time to complete than the Estimated Work Time, Business and Worker may, prior to Worker providing any Services above and beyond the Estimated Work Time, negotiate an increase in Service Fees based on the estimated additional time needed to complete the Job. Upon agreement to an increase in Service Fees, Worker and Business shall notify Work Today. Work Today shall have no involvement in negotiating any increase in the Service Fees.

3.3 Service Fee Payment.

When a Job is complete, Worker will submit to the Business and Work Today confirmation that the Job is complete. Work Today will transmit payment to Worker via direct deposit. So long as Worker has completed the steps necessary to set up a direct deposit account and provided those details to Work Today, Work Today shall then remit payment for each Job, less Work Today's booking fee and any other applicable fees, within seven (7) business days following the day the Job was completed. Absent Worker's failure to complete the appropriate steps to arrange for payment by direct deposit, Work Today's failure to remit payment within seven (7) business days following the day the Job was completed shall constitute a material breach of this Agreement. If applicable, Work Today will report the payments paid to Worker under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law. Payment processing services for Workers are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/connect/account-terms, which includes the Stripe Terms of ServiceStripe Terms of Service (collectively, the Stripe Services Agreement). By agreeing to this Agreement, Worker agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Work Today enabling payment processing services through Stripe, Worker agrees to provide Work Today accurate and complete information about Worker and Worker's business, and Worker authorizes Work Today to share it and transaction information related to Worker's use of the payment processing services provided by Stripe.

4. EQUIPMENT AND OPERATIONS

4.1 Compatible Mobile Device.

In order to book Jobs, Worker must possess a smartphone equipped with access to the Work Today Platform (the Compatible Mobile Device).

4.2 Worker Portal

In order to book Jobs, Worker must check in and check out with a Compatible Mobile Device used by the Worker. Work Today collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device from the Pro Portal for a period of time starting (a) 4 hours prior to the scheduled start of a Job for the purpose of (i) providing support for the Worker and Business to find each other and (ii) confirming that the Worker will perform the Job claimed by the Worker and ending (b) 2 hours following the scheduled end of a Job for the purpose of confirming that the Job is completed. In addition, at any point, Work Today may collect the Location Coordinates of the Compatible Mobile Device on which the Pro Portal is installed for the purpose of referring jobs to a Worker that are posted on short notice by Businesses in the Worker's vicinity. Worker shall have no obligation to accept any Job offered in this manner. For up to a 4 hour period prior to the scheduled start of a Job, Work Today may share the Worker's Location Coordinates with the Business who requested the Job for the purpose of assisting the Business and Worker to coordinate the Services and to confirm that the Worker will perform the Job claimed by the Worker. Work Today may also disclose the Worker's location information and contact information as required by applicable law, to authorized service providers, or when Work Today believes that such disclosure is necessary to protect the rights, property, or safety of Work Today, Work Today Platform users, Businesses, or others. Work Today has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Worker provides the Services contemplated by this Agreement, or the frequency with which the Worker uses the Work Today Platform to book Jobs. The Worker may stop Location Coordinates collection only by uninstalling the Pro Portal from the Compatible Mobile Device. Work Today retains Location Coordinates information to confirm that the Job has been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Worker agrees to the use and disclosure of Location Coordinates information as described above.

4.3 Costs of Operation.

Worker is solely responsible for any costs or expenses incurred by Worker in connection with the operation of Worker's principal place of business and the performance of the Services, and in no event shall Work Today reimburse, or be required to reimburse, Worker for any tools, materials, costs or expenses used in connection with the Services. Worker shall furnish and maintain, at Worker's own expense, the tools, equipment, supplies, and other materials used to perform the Services. Worker, at Worker's sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At Worker's request, Work Today may offer to Worker certain equipment, supplies, and materials for purchase. Worker is not required to purchase any equipment, tools, supplies, or materials from Work Today at any time.

4.4 Work Today Apparel or Identification.

For security reasons, and to ensure Business can confirm Worker's identity, Work Today may provide to Worker apparel, badge or some other form of identification. Worker will have no obligation to wear or display the apparel, badge or other form of identification except insofar as necessary to confirm the identity of the Worker to the Business.

4.5 Use of Voice, Image and Likeness.

Worker gives Work Today permission to use any and all of Worker's voice, image, likeness, and any ratings and reviews from Businesses about Worker, with or without using Worker's name, in connection with the products and/or services available through the Work Today Platform, for the purposes of advertising and promoting such products and/or services and/or Work Today, for the purposes of identifying Worker to Business, and/or for other purposes deemed appropriate by the Work Today in its reasonable discretion, except to the extent expressly prohibited by law.

4.6 Call and SMS Data.

Worker agrees to Work Today's use of a service provider to mask the Worker's phone number when the Worker calls or exchanges text (SMS) messages with the Service Requestor. To facilitate this process, Work Today and its service provider will receive in real time and store call data, including the date and time of the call or text (SMS) message, the parties' phone numbers, and the content of the text (SMS) messages. Worker consents to the masking process described above and to Work Today's use and disclosure of this call data for its legitimate business purposes.

Worker also consents to Work Today's sending text (SMS) messages directly to the Worker as described in the Terms of Use.

5. RELATIONSHIP OF THE PARTIES

Worker is an independent contractor and has not been engaged by Work Today to perform services on Work Today's behalf. Rather, Worker has entered into this Agreement for the purpose of having access to the Work Today Platform and the exclusive marketplace for services thereby created by Work Today, in exchange for which it pays Work Today a fee, as described herein. Worker represents that he or she is customarily engaged in an independently established trade, occupation, profession and/or business offering the Services to the general public and/or Worker represents that he or she maintains a principal place of business in connection with Worker's trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Worker and Work Today or any Business for any purpose. Worker has no authority (and shall not hold himself or herself out as having authority) to bind Work Today and Worker shall not make any agreements or representations on Work Today's behalf without Work Today's prior written consent. Worker understands that Worker will not be eligible to participate in any benefit plans offered to Work Today's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Work Today to its employees. Work Today will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Worker's behalf. Worker shall be responsible for, and shall indemnify and hold Work Today harmless for any claims, suits, or actions related to this provision, including any such claims brought by Worker or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

6. REPRESENTATIONS AND WARRANTIES

Worker represents and warrants to Work Today that: (a) Worker has the legal right to provide the Services that are contemplated by this Agreement in the United States; (b) Worker is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Worker intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and (c) Worker shall perform the Services in a professional and diligent manner in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Worker in relation to the delivery of Services shall do likewise, including the completion of all Jobs referred to Worker that he/she opts to accept through the Platform; and (d) Worker shall perform the Services in accordance with all applicable laws, rules and regulations. Worker acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

For Workers performing the Services in Washington State, Worker shall, within a reasonable period of time after this Agreement is electronically signed, establish an account with the Department of Revenue and all other required state agencies, for the business Worker is conducting for the payment of all state taxes normally paid by employer and businesses. Worker further agrees, within a reasonable period of time after this Agreement is electronically signed, to register for and receive a unified business identifier number from Washington State.

Worker acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

7. INDEMNIFICATION

Worker shall defend, indemnify and hold harmless Work Today and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Worker's acts or omissions; and (b) Worker's breach of any representation, warranty, or obligation under this Agreement.

The Services that Worker provides pursuant this Agreement are fully and entirely Worker's responsibility. Work Today is not responsible or liable for the actions or inactions of a Business or other third party in relation to the Services provided by Worker. Worker understands, therefore, that by using the Work Today Platform, Worker will be introduced to third parties in relation to whom Work Today has not conducted any background or reference checking, that may be potentially dangerous, and that Worker uses the Work Today Platform at his/her own risk.

8. INSURANCE

It is the sole responsibility of the Worker to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Work Today, with policy limits sufficient to protect and indemnify Work Today and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Worker or Worker's assistants, agents, contractors, servants, or employees.

9. TERM; TERMINATION

9.1 Term.

This Agreement shall be effective as of the date it is executed by Worker and shall remain in effect unless and until terminated as set forth in this Section 9(the Term). Worker understands that Work Today may temporarily deactivate Worker's profile on Work Today Platform in the event that Worker is inactive on the Work Today Platform for a period that exceeds the time period set forth on Schedule 2, as modified from time to time. In such circumstances, Work Today shall reactivate Worker's profile upon request from Worker.

The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Worker the right to choose when to make himself or herself available and each Job referred and accepted is treated as a separate service arrangement.

9.2 Termination.

(a) Work Today and Worker may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Work Today's failure to timely remit Service Fees as described herein, Worker's failure to complete a Job he or she has booked on the platform or if a Worker cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours' notice prior to the applicable Job start time within any twenty-eight (28) day period.

In the event there is a dispute whether Work Today or Worker materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, unless Worker exercises his/her right to opt out of arbitration, as described in Section 12.2, below.

(b) In addition to the foregoing, Work Today and Worker may terminate the Agreement for any reason upon fifteen (15) days' written notice.

9.3 Worker's Obligations Upon Termination.

Upon termination of this Agreement for any reason, Worker shall: (a) complete any outstanding Jobs Worker has booked (the Outstanding Jobs) and (b) certify in writing to Work Today that Worker has complied with the requirements of this Section.

9.4 Work Today's Obligations Upon Termination.

Upon termination of this Agreement: (a) if the termination is effected by Work Today, Work Today shall immediately pay to Worker any outstanding earned Service Fees; or (b) if the termination is effected by Worker, Work Today shall pay to Worker any outstanding earned Service Fees within seven (7) business days. In either event, Work Today shall pay Service Fees for any Outstanding Jobs as soon as practicable after Worker has completed the Outstanding Jobs.

9.5 Surviving Provisions.

The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.

10. OTHER BUSINESS ACTIVITIES

Worker may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the Work Today Platform, including other web-based portals. However, Worker shall not affirmatively solicit Businesses originally referred through the Work Today Platform to book jobs through any means other than the Work Today Platform.

11. ASSIGNMENT

Worker may not assign this Agreement, absent written authorization by Work Today. Work Today may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

12. DISPUTE RESOLUTION; GOVERNING LAW

12.1 Informal Negotiations.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Worker and Work Today, Worker and Work Today agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Worker's address for such notices is the address provided by Worker to Work Today. Work Today's address for such notices is Work Today, Inc., 520 Broadway, Suite 200, Santa Monica, CA 90401.

12.2 Mutual Arbitration Provision.

Mandatory and Exclusive Arbitration. Work Today and Worker mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply, including, but not limited, to any and all claims arising out of or relating to this Agreement, the Worker's classification as an independent contractor, Worker's provision of Services under this Agreement, the payments received by Worker for providing Services, Worker's registration to use the Work Today platform, the formation and/or termination of this Agreement, and all other aspects of the Worker's relationship with Work Today, past or present, whether arising under federal, state or local statutory and/or common law.

Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Mutual Arbitration Provision. However, as stated in Section 12.2(d) below, the preceding clause of this paragraph shall not apply to the Class Action Waiver and Representative Action Waiver.

BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.

(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 Worker must be delivered to: Work Today Inc. Attn: Legal Department, 520 Broadway, Suite 200, Santa Monica, CA 90401.

(b) CLASS ACTION WAIVER-PLEASE READ. Work Today and Worker mutually agree that by entering into this agreement to arbitrate, 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).

(c) REPRESENTATIVE ACTION WAIVER-PLEASE READ. Work Today and Worker mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a private attorney general act representative action, and an arbitrator shall not have any authority to arbitrate a private attorney general action ("Representative Action Waiver"). This Representative Action Waiver does not apply to any representative claim brought pursuant to the California Private Attorneys General Act of 2004 (Labor Code section 2698, et seq.); all such claims must be brought in a Court of competent jurisdiction, not in arbitration.

(d) Notwithstanding any other clause contained in this Agreement, this Mutual Arbitration Provision, or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision shall be determined exclusively by an arbitrator.

(e) Worker agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Worker's status as an independent contractor in fact and in law, that Worker is not an employee of Work Today or any Business and that any disputes in this regard shall be subject to arbitration as provided in this Mutual Arbitration Provision.

(f) Unless Work Today and Worker otherwise mutually agree, the arbitration will be conducted in the county where Worker resides. If Worker's claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents Work Today and Worker submit to the arbitrator, unless Worker requests a hearing or the arbitrator determines that a hearing is necessary. Unless Worker waives the right to a hearing in writing, a hearing shall always be conducted if Worker's claim exceeds $10,000.

The Arbitrator shall be selected by mutual agreement of Work Today and Worker. Unless Work Today and Worker mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted, and who has experience in the underlying subject matter. If the parties cannot agree on the Arbitrator, the selection of the Arbitrator shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules).

Regardless of whether the Arbitrator is affiliated with the American Arbitration Association, the parties agree that any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules), except as follows (unless and to the extent otherwise mutually agreed by Work Today and Worker): (1) The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute; (2) Work Today shall pay the Arbitrator's fees and costs unless the relief sought in the Worker's demand for arbitration was found to be frivolous or brought for an improper purpose (as determined by the standards set forth in Federal Rule of Civil Procedure 11(b)), unless applicable law requires otherwise; (3) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (4) Except as provided in the Class Action Waiver and Representative 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; (5) 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; (6) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law; (7) Either Work Today or Worker 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 Section 12.2 may be rendered ineffectual.

(g) Regardless of any other terms of this this Agreement or Mutual Arbitration Provision, nothing prevents Worker from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section 12.2, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Work Today will not retaliate against Worker for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.

(h) The AAA Rules may be found at www.adr.org or by searching for AAA Commercial Arbitration Rules using a service such as www.Google.com or www.Bing.com.

(i) Worker's Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of Worker's contractual relationship with Work Today, and therefore Worker may submit a statement notifying Work Today that Worker wishes to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, Worker must notify Work Today of Worker's intention to opt out by submitting to Work Today at Work Today Inc. Attn: Legal Department, 520 Broadway, Suite 200, Santa Monica, CA 90401, a signed and dated written notice stating that Worker is opting out of this Mutual Arbitration Provision. Worker also may opt out by sending an email to [email protected] Today.com stating Worker's intention to opt out. In order to be effective, Worker's opt out notice must be provided within 30 days of the date this Agreement is electronically signed by Worker. If Worker opts out as provided in this paragraph, Worker will not be subject to any adverse action from Work Today as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Worker does not opt out within 30 days of the effective date of this Agreement, Worker shall be deemed to have voluntarily agreed to this Mutual Arbitration Provision.

Worker acknowledges and agrees that if Work Today modifies any provision of this Agreement other than any term of this Section 12.2, Worker will not have a renewed opportunity to opt out of arbitration. Worker further acknowledges and agrees that if Work Today modifies the addresses for submission of opt-out notices identified in this Section 12.2, Worker will not have a renewed opportunity to opt of arbitration. If, however, Work Today modifies any provision of this Section 12.2 other than the addresses for submission of opt-out notices, Worker will have a renewed opportunity to opt out of arbitration. In such circumstances, the 30-day opt out period will begin to run upon your electronically signing the modified Agreement. Changes to any information referenced at hyperlinks from the Agreement or Arbitration Provision shall not create a renewed opportunity to opt-out.

(j) Right To Consult With A Lawyer: Worker has the right to consult with private counsel of Worker's choice for independent legal advice with respect to any aspect of this Agreement or Mutual Arbitration Provision, or any claim that may be subject to this Mutual Arbitration Provision.

(k) In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration.

12.3 Governing Law.

Except for the Mutual Arbitration Provision set forth in Section 12.2, which is governed by the Federal Arbitration Act, this Agreement is governed and interpreted pursuant to the laws of the State of CA, notwithstanding any principles of conflicts of law.

13. Business PRIVACY

Worker understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Businesses and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Business, Worker agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Businesses, including addresses, telephone numbers and/or financial information. Worker further agrees not to engage in any activity which violates the privacy of any Business, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Business or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Worker acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

14. MODIFICATION

Worker hereby expressly acknowledges and agrees that, by using or receiving access to the Work Today Platform, Worker and Work Today are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein, including the Schedules below. Worker shall be bound by modifications to this Agreement only upon Worker's electronically signing any modifications or supplements.

15. DEFEND TRADE SECRETS ACT OF 2016.

Worker acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

16. MISCELLANEOUS

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first and last pages of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts, including by facsimile or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it.

This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Work Today's website or the Work Today Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

Worker acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Worker's own expense, prior to signing this Agreement.

BY ENGAGING IN ANY WORK WITH WORK TODAY, YOU HEREBY AGREE TO THIS Worker AGREEMENT.

You understand that your electronic signature is as legally binding as a handwritten signature.


SCHEDULE 1

Worker is licensed (to the extent required by applicable law), qualified and otherwise authorized to provide the following Services:

General Labor

Construction

Carpentry

Painting

Plumbing

Electricians

HVAC

Landscaping

Handywork

Agriculture

Waste Management

Warehousing

Shipping & Receiving

Automotive

Janitorial

Grounds Maintenance

Event Staffing

Sales & Service

Retail

Caregiving

Home Cleaning

Office Cleaning

Furniture Assembly

Hanging Pictures and Shelves

Mounting Televisions

Moving Help

Interior Painting

Drain Work

AC Work

Other Handyman Work

Window Treatments

Garbage Disposal Work

Toilet Work

Other Plumbing Work

Ceiling and Bath Fans - Electrical

Light Fixtures - Electrical

Outlets - Electrical

Other Electrical Work

Other ____________________________________________________________________________

____________________________________________________________________________________

____________________________________________________________________________________


SCHEDULE 2 - ESTIMATED SERVICE, APPLICATION PROCESSING AND PLATFORM ACCESS FEES

CLEANING: OTHER CITIES*

Tier 1

Tier 2

Tier 3

Tier 4

Hourly Wage
Unless below minimum wage in state or locality of Job.

$30

$34

$40

$44

Business Ratings (past 28 days)

4.2

4.5

4.5

4.75

# of Jobs Done (past 28 days)

N/A

10

25

50

Application Processing Fee (if applicable)

$20

* Unless Worker and Work Today have mutually agreed in writing to another service fee.

HANDYMAN*

Handyman (Furniture Assembly, Moving)

$25

Work Handyman (Advanced)

$35

Electrical

$45

Plumbing

$45

Application Processing Fee (if applicable)

$20

* Unless Worker and Work Today have mutually agreed in writing to another service fee.

Worker MINIMUM AVERAGE Business RATING: 4.2 STARS

Worker Maximum Platform Inactivity: 27 CONSECUTIVE DAYS


SCHEDULE 3 - SERVICE FAILURE/CANCELLATION FEES

ALL REGIONS*

Worker fails to complete Job in accordance with Business specifications, including as to particular Services requested or Job start time, and Business complains

Fee of $15

Worker leaves Job before Estimated Work Time has elapsed

Fee of $7.50 per half hour not worked

Worker cancels or reschedules on less than 48 hours notice but with more than 24 hours' notice prior to Job start time

Fee of $10

Worker cancels or reschedules on less than 24 hours notice but with more than 4 hours' notice prior to Job start time

Fee of $20

Worker cancels or reschedules on less than 4 hours' notice prior to Job start time

Fee of $40

Worker fails to appear for booked Job without notice to Business and Work Today

Fee of $50

Business cancels or reschedules on less than 12 hours' notice but with more than 30 minutes' notice prior to Job start time. No payment if cancellation is a result of reported failure to appear for booked Job without notice

Payment of $0

Business cancels or reschedules on less than 30 minutes' notice

$0

Inability to perform services not attributable to either party (e.g. Worker had difficulty opening lock with key provided, location of Job had unsafe working conditions, etc.)

Payment of $0

* Unless Worker and Work Today have mutually agreed in writing to another service failure payment amount.



Last updated: January 25, 2017