INDEPENDENT CONTRACTOR AGREEMENT
Veryfier, Inc. offers this Agreement for any party who wishes to become a Veryfier. For purposes of this Agreement, “Contractor” is referring to any Veryfier participating in the App.
1.1 Nature of Services. Contractor will perform a variety of services associated with jobs they are qualified for, as discussed through the App (“Services”). The Services have been specially ordered and commissioned by any individual buyer. To the extent the Services include materials subject to copyright, Contractor agrees that the Services are done as “work made for hire” as that term is defined under U.S. copyright law, and that as a result, Veryfier, Inc. will own all copyrights in the Services. Contractor will perform such services in a diligent and workmanlike manner, in accordance with the description and timeline in any one advertisement. The content, style, form and format of any work product of the Services shall be completely satisfactory to Veryfier, Inc. and shall be consistent with Veryfier, Inc.’s standards. Contractor hereby grants Veryfier, Inc. the right, but not the obligation, to use and to license others the right to use Contractor's name, voice, signature, photograph, likeness and biographical information in connection with and related to the Services.
220.127.116.11 Delivery. Contractor shall deliver all materials as required by any given accepted job, in accordance with the posted advertisement. These materials and the Report sent to Veryfier, Inc., must also be completed in accordance with the time restrictions outlined in an advertisement. Contractor is not guaranteed payment for any job if it is not completed in full and in accordance with its corresponding advertisement.
18.104.22.168 Compliance with Local Laws. Contractor shall comply with all applicable federal, state and local laws and regulations in connection with its Services pursuant to this Agreement.
1.2 Relationship of the Parties. Contractor enters into this Agreement as, and shall continue to be, an independent contractor. All Services shall be performed only by Contractor. Under no circumstances shall Contractor look to Veryfier, Inc. as his/her employer, or as a partner, agent or principal. Neither Contractor shall be entitled to any benefits accorded to Veryfier, Inc.'s employees, including without limitation worker's compensation, disability insurance, vacation or sick pay. Contractor shall be responsible for providing, at Contractor's expense, and in Contractor's name, unemployment, disability, worker's compensation and other insurance, as well as licenses and permits usual or necessary for conducting the Services.
1.3 Compensation and Reimbursement. Contractor shall be compensated for each accepted job, after full completion of that job. Contractor shall be paid eighty percent (80%) of the total price advertised for the job. Payment will be held in a Paypal escrow account until the Contractor sends a completion report to Veryfier, Inc. At which point the funds will be received through whatever account Contractor has linked with the App. Completeness of work product shall be determined by Veryfier, Inc. in its sole discretion, and Contractor agrees to make all revisions, additions, deletions or alterations as requested by Veryfier, Inc. No other fees and/or expenses will be paid to Contractor. Contractor shall be solely responsible for any and all taxes, Social Security contributions or payments, disability insurance, unemployment taxes, and other payroll type taxes applicable to such compensation. Contractor hereby indemnifies and holds Veryfier, Inc. harmless from, any claims, losses, costs, fees, liabilities, damages or injuries suffered by Veryfier, Inc. arising out of Contractor's failure with respect to its obligations in this Section.
2. Protection of Veryfier, Inc.'s Confidential Information.
2.1 Confidential Information. Veryfier, Inc. now owns and will hereafter develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business (collectively, “Veryfier, Inc. Information”). Veryfier, Inc. will be disclosing Veryfier, Inc. Information to Contractor during Contractor's performance of the Services. Veryfier, Inc. Information includes not only information disclosed by Veryfier, Inc., but also information developed or learned by Contractor during Contractor's performance of the Services. Veryfier, Inc. Information is to be broadly defined and includes all information which has or could have commercial value or other utility in the business in which Veryfier, Inc. is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of Veryfier, Inc., whether or not such information is identified by Veryfier, Inc. By way of example and without limitation, Veryfier, Inc. Information includes any and all information concerning discoveries, developments, designs, improvements, inventions, formulas, software programs, processes, techniques, know-how, data, research techniques, customer and supplier lists, marketing, sales or other financial or business information, scripts, and all derivatives, improvements and enhancements to any of the above. Veryfier, Inc. Information also includes like third-party information which is in Veryfier, Inc.'s possession under an obligation of confidential treatment.
2.2 Protection of Veryfier, Inc. Information. Contractor agrees that at all times during or subsequent to the performance of the Services, Contractor will keep confidential and not divulge, communicate, or use Veryfier, Inc. Information, except for Contractor's own use during the Term of this Agreement to the extent necessary to perform the Services. Contractor shall also not copy, decompile, modify, reverse engineer, or create derivative works out of any Veryfier, Inc. Information. Contractor further agrees not to cause the transmission, removal or transport of tangible embodiments of, or electronic files containing, Veryfier, Inc. Information from Veryfier, Inc.'s principal place of business, without prior written approval of Veryfier, Inc.
2.3 Exceptions. Contractor's obligations with respect to any portion of the Veryfier, Inc. Information as set forth above shall not apply when Contractor can document that (i) it was in the public domain at the time it was communicated to Contractor by Veryfier, Inc.; (ii) it entered the public domain subsequent to the time it was communicated to Contractor by Veryfier, Inc. through no fault of Contractor; (iii) it was in Contractor's possession free of any obligation of confidence at the time it was communicated to Contractor by Veryfier, Inc.; or (iv) it was rightfully communicated to Contractor free of any obligation of confidence subsequent to the time it was communicated to Contractor by Veryfier, Inc..
2.4 Veryfier, Inc. Property. All materials, including without limitation documents, drawings, drafts, notes, designs, computer media, electronic files and lists, including all additions to, deletions from, alterations of, and revisions in the foregoing (together the “Materials”), which are furnished to Contractor by Veryfier, Inc. or which are developed in the process of performing the Services, or embody or relate to the Services, the Veryfier, Inc. Information or the Innovations (as defined below), are the property of Veryfier, Inc., and shall be returned by Contractor to Veryfier, Inc. promptly at Veryfier, Inc.'s request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason. Contractor is granted no rights in or to such Materials, the Veryfier, Inc. Information or the Innovations, except as necessary to fulfill its obligations under this Agreement. Contractor shall not use or disclose the Materials, Veryfier, Inc. Information or Innovations to any third party.
3.1 Other Commitments. Contractor has no other agreements, relationships or commitments to any other person or entity which conflict with Contractor's obligations to Veryfier, Inc. under this Agreement. Contractor agrees not to enter into any agreement, either written or oral, in conflict with this Agreement. Contractor further agrees that they have no affiliation with any person who is a party to the transaction proposed for any given accepted advertisement.
3.2 Representations and Warranties. Contractor represents and warrants to Veryfier, Inc. that (a) Contractor has full power and authority to enter into this Agreement including all rights necessary to make the foregoing assignments to Veryfier, Inc.; that in performing under the Agreement; (b) Contractor will not violate the terms of any agreement with any third party; and (c) the Services are solely performed by the Contractor. Contractor shall defend, indemnify and hold Veryfier, Inc. and its successors, assigns and licensees harmless from any and all claims, actions and proceedings, and the resulting losses, damages, costs and expenses (including reasonable attorneys' fees) arising from any claim, action or proceeding based upon or in any way related to Contractor’s breach or alleged breach of any representation, warranty or covenant in this Agreement, and/or from the acts or omissions of Contractor.
4. Termination of Agreement.
4.1 Term. This Agreement shall be effective from the date Contractor signs up as a Veryfier with the App and does not have any designated term. This Agreement is terminable by either party at any time, with or without cause. Contractor may terminate by simply removing themselves as a Veryfier from the app. Any current jobs outstanding at the time of termination will be refunded in full to the buyer. If Veryfier, Inc. exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. If Contractor exercises its right to terminate the Agreement, any obligation it may otherwise have under this Agreement shall cease immediately. Additionally, this Agreement shall automatically terminate upon Contractor’s death.
4.2 Continuing Obligations of Contractor. The provisions of Sections 1.1 (as relates to creation and ownership of copyright), 1.2, 1.3, 2, 3, 4, 5.2, and 6 shall survive expiration or termination of this Agreement for any reason.
5. Additional Provisions.
5.1 Binding Effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and permitted assigns of the parties hereto. Contractor shall have no right to (a) assign this Agreement, by operation of law or otherwise; or (b) subcontract or otherwise delegate the performance of the Services without Veryfier, Inc.’s prior written consent which may be withheld as Veryfier, Inc. determines in its sole discretion. Any such purported assignment shall be void.
5.2 Severability. If any provision of this Agreement shall be found invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to reasonably effect the intent of the parties.
5.3 Contractor’s Remedy. Contractor’s remedy, if any, for any breach of this Agreement shall be solely in damages and Contractor shall look solely to Veryfier, Inc. for recovery of such damages. Contractor waives and relinquishes any right Contractor may otherwise have to obtain injunctive or equitable relief against any third party with respect to any dispute arising under this Agreement. Contractor shall look solely to Veryfier, Inc. for any compensation which may be due to Contractor hereunder.
5.4 Agency. Contractor is not Veryfier, Inc.’s agent or representative and has no authority to bind or commit Veryfier, Inc. to any agreements or other obligations.
5.5 Amendment and Waivers. Any term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived, only by Veryfier, Inc and only in writing. The waiver by a party of any breach or default in performance shall not be deemed to constitute a waiver of any other or succeeding breach or default. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions.
5.6 Notices. Any notice, demand, or request with respect to this Agreement shall be in writing and shall be effective only if it is delivered by personal service, emailed, by air courier with receipt of delivery, or mailed, certified mail, return receipt requested, postage prepaid, to the address set forth above. Such communications shall be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they shall be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this section.