EOD Customer Services Agreement
Employ on Demand, Inc.

Last Update: October 21, 2019

Employ on Demand, Inc. (“EOD,” “we,” or “us”) is a mobile technology company that connects pre-qualified, ready-to-work professionals with businesses in a variety of industries to meet their on-demand need for services. We make this service available through our mobile communications platform which allows businesses to access our network of ready-to-work service providers in order to identify local service providers to meet intermittent on-demand needs for services and allows service providers to receive requests for services from businesses and determine their interest in and availability to respond to such requests.

YOU ACKNOWLEDGE THAT EOD IS A TECHNOLOGY SERVICES PROVIDER AND DOES NOT PROVIDE SERVICES DIRECTLY FOR BUSINESSES. THE SERVICES ARE PERFORMED BY THE SERVICE PROVIDERS AS INDEPENDENT CONTRACTORS.

1. Acceptance of Agreement

IN ORDER TO USE THE SERVICE, YOU MUST FIRST AGREE TO THE TERMS OF THIS CUSTOMER SERVICES AGREEMENT (THE “AGREEMENT”) WHICH IS AN ELECTRONIC CONTRACT THAT SETS OUT THE LEGALLY BINDING TERMS RELATING TO YOUR USE OF THE SERVICES. YOU MAY NOT USE THE SERVICES IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT. BY ACCESSING AND USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH INCLUDES THE EOD PRIVACY POLICY AND ALL OTHER POLICIES, RULES, AND GUIDELINES, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

We reserve the right to modify the terms of this Agreement at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement for modifications and updates. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Notwithstanding any contrary language in this Agreement, the Arbitration Agreement in Section 14 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by you and EOD.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A BINDING   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. BY YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

2. Key Terms

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

2.1 “Application” means the mobile application used to provide the Services which is owned and operated by EOD.

2.2 "Contractor" means those third-party service providers that have been authorized to use the Services to provide Contractor Services.

2.3 "Contractor Services" means the services provided to you by Contractors via the Services.

2.4 "Device" means a mobile device owned or controlled by you on which the Application has been installed as authorized by EOD pursuant to the license contained herein.

2.5 "Application" means the SMS text messaging platform, mobile application, and/or website(s) provided or utilized by EOD that enables individuals to access the Services for the purpose of seeking, receiving and/or fulfilling requests for Contractor Services, as may be updated or modified from time to time.

2.6 "Services" mean EOD’s lead generation and related services that enable businesses or individuals to seek, receive, and/or obtain proposals from Contractors for Contractor Services, which services include EOD’s software, mobile application, website, payment services as described herein, as may be updated or modified from time to time.

2.7 "User" means an end user authorized by EOD to use the Application for the purpose of seeking, receiving, providing, fulfilling, and/or obtaining Contractor Services.

2.8 "User Content" means all content submitted, posted, uploaded, published, or transmitted on or through the Application or the Services by any User, including but not limited to text, graphics, images, photographs, music, software, audio, video, information or other materials, including but not limited to profile information, Contractor Services requests, quotes, descriptions, message threads, reviews, postings, scheduling and calendar information, and other information or materials available on or through the Application or the Services.

3. Registration and Use of the Services

3.1 Representations. This Agreement governs the access and use by you of the Application and the Services made available by EOD. By accepting this Agreement, you represent, warrant and covenant that:

  • You are authorized to agree to this Agreement on behalf of the Business and to bind the Business to this Agreement. The terms “you” and “Business” refer to you or the legal entity which you work for or represent.  

  • You are an bona fide, independent company authorized to conduct your business in the state(s) or jurisdiction(s) in which you operate.

  • You desire to enter into this Agreement for the purpose of accessing and using the Services in order to arrange and obtain Contractor Services from Contractors.  

  • You have full right, power, and authority to enter into and perform your obligations under this Agreement without the consent of any third party.

  • You will comply with all of the terms of this Agreement.

  • You will comply with all applicable laws, rules and regulations in connection with your obligations under this Agreement and associated with your establishment and you are be solely responsible for any violations of such laws.

  • You are an equal opportunity employer and will not discriminate on the basis of sex, race, color, ethnicity, national origin, age, familial status, marital status, military status, religion, disability, sexual orientation, genetic information, gender identity or pregnancy.

  • You will provide sufficient instruction to any selected Contractor in order to allow such Contractor to successfully complete the Contractor Services.

  • You will not harass, menace, abuse, assault, or mistreat any Contractor, whether selected to provide Contractor Services or otherwise, before, after or during your use of the Services.

  • You will promptly pay to EOD all Charges when due for the performance of Contractor Services, irrespective of the performance of the Contractor. Any reduction or refund of the Charges must be negotiated and mutually agreed upon with the Contractor.

3.2 Registration and Accounts. In order to use most aspects of the Services, you must register for and maintain an active Services account ("Account"). Account registration requires you to submit to EOD certain personal information, such as your name, company name, address, and phone number, as well as valid credit card or ACH payment method. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or EOD’s termination of this Agreement. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by EOD in writing, you may only possess one Account.

3.3 Requirements and Conduct. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes. You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Contractor or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

3.4 Text Messaging. By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services and that use of SMS is necessary to utilize the Services.  When you create an account, we will send you an SMS message to confirm your sign-up. Message and data rates may apply for any messages sent to you from us and to us from you. Message frequency depends on your use of the Services. If you have any questions about your text plan or data plan, please contact your wireless provider.

3.5 Network Access and Devices. You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled Device. You are responsible for acquiring and updating compatible hardware or Devices necessary to access and use the Services and the Application and any updates thereto. EOD does not guarantee that the Services, or any portion thereof, will function on any particular hardware or Devices.

4. Use of the Services

4.1 Service Requests. You may from time to time submit a service request and invite Contractors to submit a proposal to accept the service request via the Application. If you and Contractor agree on the terms of the services, including the Charges, a binding contract is formed directly between you and the Contractor. We reserve the right to reject any service request that is not appropriate, that violates the terms of this Agreement or the integrity of the Application.

4.2 Independent Contractor. You acknowledge and agree that your arranging and obtaining of Contractor Services from a Contractor creates a direct business relationship between you and that Contractor, and your interactions and dealings with such Contractor are solely between you and the Contractor. Contractors are engaged as independent contractors and are not employees of EOD. EOD is not responsible or liable for the actions or inactions of any Contractor in relation to the Contractor Services. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Contractor.

4.3 Responsibility. You shall have the sole responsibility for any obligations or liabilities to Contractor or other third parties that arise from your arranging and obtaining Contractor Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a Contractor or other third party. 

4.4 Ratings. You acknowledge and agree that: (a) after receiving Contractor Services, you may be asked to provide a rating of the Contractor and such Contractor Services and, optionally, to provide comments or feedback about the Contractor and such Contractor Services, whether through the Application or other means; and (b) after providing Contractor Services, the Contractor may be asked to provide a rating of you and, optionally, to provide comments or feedback about you, whether through the Application or other means. You shall provide your ratings and feedback in good faith. We reserve the right to use, share and display ratings and comments provided by you and the Contractor in any reasonable manner on the Application without attribution to you or your approval. You acknowledge and agree that we reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or EOD’s content policies.

5. Your Relationship with EOD

5.1 No Agency or Authority. The parties expressly agree that no joint venture, partnership, or agency relationship exists between them as a result of this Agreement or use of the Application. You acknowledge that Contractors are not an employee, agent or authorized representative of EOD and, as such, Contractors have no authority to enter into written or oral — whether implied or express — contracts on behalf of EOD.

5.2 Classification of Contractors. By entering into this Agreement, you acknowledge and agree that you will engage and classify Contractors as independent contractors. You acknowledge that EOD does not and will not, in any way, supervise, direct, or control Contractor’s work or Contractor Services performed in any manner. We do not set Contractor’s work hours and location of work, nor are we involved in determining the type or manner of compensation to be paid for any service request. We also do not and will not provide Contractors with training or any equipment, labor or materials needed for a particular service request. In addition, EOD will not deduct any amount for applicable withholding that may be required by law for employees such as federal and state taxes, unemployment and social security. You may not require an exclusive relationship between you and the Contractor. You will not restrict (or attempt to restrict) any Contractor’s ability to perform service requests for other EOD customers or from being employed by or otherwise engaging with persons or businesses other than you, including any competitor of yours.

6. Payment

6.1 Charges. You understand that use of the Services may result in charges to you for the Contractor Services you receive from a Contractor ("Charges"). After you have received Contractor Services obtained through your use of the Service, EOD will facilitate your payment of the applicable Charges on behalf of the Contractor. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Contractor. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by EOD. You have the right to negotiate the Charges with a Contractor for Contractor Services received by you from such Contractor at the time you receive such services or prior to accepting the Contractor’s proposal. EOD will respond accordingly to any request from a Contractor to modify the Charges for a particular service.

You will be responsible for Charges incurred under your Account for proposals you accept and for Contractor Services you receive regardless of your awareness of such Charges or the amounts thereof. You may elect to cancel your request for Contractor Services from a Contractor at any time prior to such Contractor's arrival, in which case you may be charged a cancellation fee, in accordance with EOD’s then current cancellation policy.  

6.2 Gratuity. The Charges are intended to fully compensate the Contractor for the service provided. You understand and agree that, while you are free to provide additional payment as a gratuity to any Contractor who provides you with services, you are under no obligation to do so. Gratuities are voluntary.

6.3 Service Charge. In consideration of EOD’s provision of the Services for your use and benefit hereunder, you agree to pay EOD a service charge on a per Contractor Services transaction basis equal to a percentage of the total amount of the Charges (“Service Charge”). EOD reserves the right to change the Service Charge at any time in its sole discretion, and EOD will provide you with notice in the event of such change. Continued use of the Services after any such change in the Service Charge calculation shall constitute your consent to such change.

6.4 Payment Method. All Charges and Service Fees are due immediately upon your receipt of an invoice from the Contractor through the Services and payment will be facilitated by EOD using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that EOD may use a secondary payment method in your Account, if available.

6.5 Late Fee; Collection Costs. In the event that there are unpaid or past due amounts for Charges or Services Fees associated with your account, you agree to pay a finance charge of the lesser of 1.5% per month or the maximum amount permitted by law on such outstanding balances, plus all expenses of collection, including reasonable attorneys’ fees and court costs.

6.6 Promotional Codes. EOD may, in EOD’s sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services and/or Contractor Services, subject to any additional terms that EOD establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner; (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by EOD; (c) may be disabled by EOD at any time for any reason without liability to EOD; (d) may only be used pursuant to the specific terms that EOD establishes for such Promo Code; (e) are not valid for cash; and (f) may expire prior to your use. EOD reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that EOD determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

 

7. CONFIDENTIALITY

7.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of requesting or receiving Contractor Services through the Application. 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 EOD’s prior written consent on a case-by-case basis. “Confidential Information” means any and all non-public information related to EOD’s or any Contractor’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 Contractors) that EOD and/or the Contractor considers to be confidential or proprietary or which EOD has a duty to treat as confidential.

7.2 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.

7.3 Exceptions. You will have no obligations under this Section 7 with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to the date it is first disclosed to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault by 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 EOD, or is required by law or court order, provided that you immediately notify EOD in writing of such required disclosure and cooperate with EOD, at EOD’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.

7.4 Removal; Return. Upon the earlier of EOD’s request or any termination or expiration of this Agreement, you will promptly (a) return to EOD or, if so directed by EOD, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c), if requested, certify to EOD in writing that you have fully complied with these obligations.

8. Proprietary Rights; License

8.1 License Grant. The Services and Application are licensed, not sold, to you for use only under the terms of this Agreement. Subject to the terms and conditions of this Agreement, EOD hereby grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to access and use the Services and to install (where applicable) and use the Application on a Device solely for the purpose of sending service requests, receiving proposals for Contractor Services and making payments. All rights not expressly granted to you are reserved by EOD, and its licensors. The foregoing license grant shall immediately terminate and you will delete and fully remove the Application from all Devices and cease all use of the Services in the event that you violate any of the terms of this Agreement or your account is otherwise terminated or deactivated under this Agreement.

8.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services or Application in any way; (b) modify or make derivative works based upon the Services or Application; (c) improperly use the Services or Application, including creating Internet "links" to any part of the Services or Application, "framing" or "mirroring" any part of the Services or Application on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the Services or Application; (d) reverse engineer, decompile, or disassemble the Services or Application, except as allowed under applicable law; or (e) remove any copyright, trademark or other proprietary notices from any portion of the Services. In addition, you shall not, and shall not allow any other party to, access or use the Services or Application to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; or (v) send spam or otherwise duplicative or unsolicited messages. In addition to the termination of this Agreement, violation of this Section 8 may result in copyright, trademark, patent or other intellectual property rights violations and liability, and civil or criminal penalties.

8.3 Ownership. The Services and Application, including all intellectual property rights therein, are and shall remain (as between you and EOD) the sole and exclusive property of EOD or its licensors. Neither this Agreement nor your use of the Services or Application conveys or grants to you any rights in or related to the Services or the Application, except for the limited license granted above.

8.4 Trademark Usage. The EOD name, trademarks, service marks, and logos (the “EOD Trademarks”) used and displayed on the Services or the Application are EOD’s unregistered trademarks or service marks. Nothing on the Services or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any EOD Trademark displayed on the Services or the Application without EOD’s prior written consent for each individual use. You may not use the EOD Trademarks to disparage EOD, our products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the EOD Trademarks. You may not use any Trademarks as part of a link to or from any service without EOD’s prior written consent. All goodwill generated from the use of any EOD Trademark will inure solely to EOD’s benefit.

8.5 Copyright.  We respect the intellectual property rights of others, and we reserve the right to delete or disable any content posted through the Services that is alleged to be infringing, and to terminate the accounts of repeat alleged infringers, in accordance with the Digital Millennium Copyright Act (the "DMCA").

If you're a copyright owner or an owner's agent and find content that infringes upon your copyrights, you may submit a notification according to the DMCA. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

EOD's designated Copyright Agent to receive notifications of claimed infringement can be reached by contacting: Employ on Demand, Inc., Attn: Derek Taniguchi, 12961 Quitman, Denver, CO 80212 or via email at copyright@eod.life.

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

If a counter-notice is received by our Copyright Agent, we may, in our sole discretion, send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the content or User, the removed content may be replaced, or access to it restored.

9. Privacy

The collection, use, maintenance, disclosure and disposal of User Content, including the collection and use of your personally identifiable information, through the Application and provision of the Services is governed by our Privacy Policy which is incorporated into and is a part of this Agreement.

10. Disclaimers and Limitation of Liability

10.1 Disclaimer of Warranties. EOD (ON BEHALF OF ITSELF, ITS LICENSORS, AND THE CONTRACTORS) PROVIDES, AND YOU ACCEPT, THE SERVICES, APPLICATION AND THE CONTRACTOR SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

IN ADDITION, EOD (ON BEHALF OF ITSELF AND THE CONTRACTORS) MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF ANY CONTRACTOR SERVICES REQUESTED THROUGH THE USE OF THE SERVICES OR THE ABILITY OF CONTRACTORS OR THE CONTRACTOR SERVICES THEY PROVIDE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY CONTRACTOR SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. EOD’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE CONTRACTOR SERVICES WITH CONTRACTORS, BUT YOU AGREE THAT EOD HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY CONTRACTOR SERVICES PROVIDED TO YOU BY CONTRACTORS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

10.2 No Service Guarantee. EOD DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OR UPTIME OF THE SERVICES OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES OR APPLICATION MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SERVICES OR APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND EOD ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS OR ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE APPLICATION. EOD MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APPLICATION'S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR APPLICATION OR SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR APPLICATION OR SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR APPLICATION BY ANY THIRD PARTY, AND/OR (F) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APPLICATION OR THE SERVICE. SHOULD YOU BECOME DISSATISFIED OR HARMED BY THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR ACCOUNT.

10.3 Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND APPLICATION, YOUR ARRANGING FOR OR RECEIVING CONTRACTOR SERVICES THROUGH THE APPLICATION, AND ANY CONTACT YOU HAVE WITH OTHER USERS OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.IN NO EVENT WILL EOD, ITS LICENSORS, NOR THE CONTRACTORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICE OR THE APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EOD’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

11. Indemnification and Release

11.1 Indemnity. You agree to indemnify and hold EOD and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees and costs), arising out of or in connection with: (i) your use of the Services or receipt of Contractor Services obtained through your use of the Services; (ii) your breach or violation of this Agreement; or (iii) your violation of the rights of any third party, including Contractors.

You further agree that you will reasonably cooperate in the defense of any such claims. EOD reserves the right to select its own legal counsel to represent its interests and you agree to reimburse EOD for its attorneys’ fees and costs immediately upon request as they are incurred. You agree not to settle any such claim without the prior written consent of EOD. The obligations described in this section shall include indemnifying and holding harmless EOD from and against losses incurred in enforcing this section.

11.2 UserDisputes; Release. If there is a dispute between you and a Contractor or any third party, you agree that EOD is under no obligation to become involved. In the event that you have a dispute with one or more other Users or third parties, you release EOD, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

12. Term and Termination

12.1 Term.  This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

12.2 Termination.  Either party may terminate this Agreement and your use of the Services: (a) without cause at any time upon seven (7) days prior written notice to the other party; or (b) immediately, without notice, for the other party’s material breach of this Agreement.

12.3 Effect of Termination.  Upon termination of the Agreement, you shall immediately delete and fully remove the Application from any of your Devices and cease requesting Contractor Services via the Services. Outstanding payment obligations and other sections that by their nature should survive termination including Sections 6, 7, 8, 10, 11, 12.3 and 14, will survive the termination of this Agreement.

13. Apple App Store Terms

This Section 13 applies to your use of all the Services, including the iPhone, and iPad applications available via the Apple, Inc. ("Apple") App Store (the “Application"), but the following additional terms also apply to the Application: (a) both you and EOD acknowledge that this Agreement is concluded between you and EOD only, and not with Apple, and that Apple is not responsible for the Application or any content posted to or made available via the Application; (b) the Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as it is applicable to the Services; you will only use the Application in connection with an Apple device that you own or control; (c) you acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (d) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; (e) you acknowledge and agree that EOD, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application; (e) you acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, EOD, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (f) you represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (g) both you and EOD acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and (h) both you and EOD acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

14. Miscellaneous Terms

14.1 Modification. EOD reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the Application or the portal available to you on the Services. EOD reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Services, or downloading, installing or using the Application, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Services or Application after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

14.2 Supplemental Terms. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time ("Supplemental Terms"). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.4 Assignment. You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your Account, in any way (by operation of law or otherwise) without EOD’s prior written consent. EOD may transfer, assign, or delegate this Agreement and its rights and obligations without consent.

14.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words "including" and "include" mean "including, but not limited to."

14.6 No Third-Party Beneficiaries. Except as expressly set forth in Section 13 above regarding the Apple Application, there are no third-party beneficiaries to this Agreement and nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

14.7 Notices. Any notice delivered by EOD to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Services. Any notice delivered by you to EOD under this Agreement will be delivered by contacting EOD at support@eod.life.

14.8 Waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and EOD’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

14.9 Modifications to Application and Services. EOD may, at any time, modify or discontinue, temporarily or permanently, providing the Application or the Services (or any part thereof) to you, at our sole discretion and for any reason, with or without notice. You agree that EOD will not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.

14.10 Location of Services. We administer the Services from our offices in the State of Colorado, USA. We make no representation that the Services are appropriate or available for use outside the United States, and access to the Services from territories where its content is illegal is prohibited. You may not use or export or re-export the Services or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

14.11 Third-Party Websites. With regards to links on the Services or the Application that lead to other websites, we do not control and are not responsible for the content of such websites, nor do we endorse any such websites, and you acknowledge that all such links are provided for your convenience only. It is your responsibility to evaluate the content on other websites and you enter all third-party websites at your own risk. Third-party websites are not covered by the terms of this Agreement; they are governed by the privacy policies and terms and conditions of those sites, which we do not control and are not responsible for. You hereby agree to hold EOD harmless from any liability that may result from your use of links that appear on the Services or the Application.

14.12 Governing Law. The interpretation of this Agreement shall be governed by Colorado law, without regard to the choice or conflicts of law provisions of any jurisdiction; provided, however that the arbitration agreement in Section 14.13 shall be governed by the Federal Arbitration Act.

14.13 Arbitration Provision. Other than disputes regarding the intellectual property rights of the parties, you agree that any other claim or controversy arising out of or relating to the Services or this Agreement shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator taking place in Denver, Colorado. You agree to give up your right to go to court to assert or defend any claims between you and EOD or its officers, directors, agents, investors, and employees, and your right to participate in a class action or other class proceeding. You can decline this agreement to arbitrate by submitting the opt-out form within 30 days of first accepting this Agreement. All claims and controversies must be arbitrated on an individual basis and may not be consolidated with any other claims or controversies. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Judgment on the arbitration award may be entered into any court having jurisdiction in Denver, Colorado. You or EOD may seek any preliminary or interim relief from a court of competent jurisdiction in Denver, Colorado solely as necessary to protect the rights of property pending the completion of arbitration. Any proceeding required to enforce this arbitration agreement may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is held to be unenforceable, any litigation against EOD or its officers, directors, agents, investors, and employees may be commenced only in federal or state courts located in Denver, Colorado, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of those courts for such purposes.

14.14 Contacting Us. If you have any questions about this Agreement, our privacy practices, or the Services, please contact us at: info@eod.life.

 

 

Independent Contractor Services Agreement
Employ on Demand, Inc.

 

Last Update: May 18, 2018

Employ on Demand, Inc. (“EOD,” “we,” or “us”) is a mobile technology company that connects pre-qualified, ready-to-work professionals (“Contractor” or “you”) with businesses in a variety of industries to meet their on-demand need for services. We make this service available through our mobile communications platform which allows businesses to access our network of ready-to-work service providers in order to identify local service providers to meet intermittent on-demand needs for services and allows service providers to receive requests for services from businesses and determine their interest in and availability to respond to such requests.

EOD IS A TECHNOLOGY SERVICES PROVIDER AND DOES NOT PROVIDE SERVICES DIRECTLY FOR BUSINESSES. THE SERVICES ARE PERFORMED BY THE SERVICE PROVIDERS AS INDEPENDENT CONTRACTORS.

1. Acceptance of Agreement

IN ORDER TO USE THE SERVICE, YOU MUST FIRST AGREE TO THE TERMS OF THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (THE “AGREEMENT”) WHICH IS AN ELECTRONIC CONTRACT THAT SETS OUT THE LEGALLY BINDING TERMS RELATING TO YOUR USE OF THE SERVICES. YOU MAY NOT USE THE SERVICE IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT. BY ACCESSING AND USING THE SERVICES, OR BY CLICKING TO ACCEPT OR AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU AGREE TO BE BOUND BY THIS AGREEMENT, WHICH INCLUDES THE EOD PRIVACY POLICY AND ALL OTHER POLICIES, RULES, AND GUIDELINES, WHICH ARE INCORPORATED HEREIN BY REFERENCE.

We reserve the right to modify the terms of this Agreement at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement for modifications and updates. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Notwithstanding any contrary language in this Agreement, the Arbitration Agreement in Section 16 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by you and EOD.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A BINDING   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. BY YOUR ELECTRONIC ACCEPTANCE OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

2. Key Terms

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

2.1 “Application” means the mobile application used to provide the Services which is owned and operated by EOD.

2.2 "Contractor Services" means your provision of services to Customers via the Services.

2.3 "Customer" means those businesses or individuals that have been authorized to use the Services to seek Contractor Services.

2.4 "Device" means a mobile device owned or controlled by you on which the Application has been installed as authorized by EOD pursuant to the license contained herein.

2.5 "Application" means the SMS text messaging platform, mobile application, and/or website(s) provided or utilized by EOD that enables individuals to access the Services for the purpose of seeking, receiving and/or fulfilling requests for Contractor Services, as may be updated or modified from time to time.

2.6 "Services" mean EOD’s lead generation and related services that enable individuals to seek, receive, provide, fulfill, and/or obtain requests from Customers seeking Contractor Services, which services include EOD’s software, mobile application, website, payment services as described herein, as may be updated or modified from time to time.

2.7 "User" means an end user authorized by EOD to use the Application for the purpose of seeking, receiving, providing, fulfilling, and/or obtaining Contractor Services.

2.8 "User Content" means all content submitted, posted, uploaded, published, or transmitted on or through the Application or the Services by any User, including but not limited to text, graphics, images, photographs, music, software, audio, video, information or other materials, including but not limited to profile information, Contractor Services requests, quotes, descriptions, message threads, reviews, postings, scheduling and calendar information, and other information or materials available on or through the Application or the Services.

3. Registration and Access

3.1 Eligibility. By registering to use and/or using the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and you commit to abide by all of the terms and conditions hereof. In order to be eligible to use the Services you must be at least eighteen (18) years old and legally authorized to work in the United States. We are not responsible for any misrepresentations related to User’s age and reserve the right to terminate the account of any User whom we believe has provided false information to us or any other Users. If you do not meet these criteria, you may not use the Application or the Services. You represent and warrant to us that you meet these eligibility requirements and that all information you provide to EOD to complete your registration is complete and accurate.

THE SERVICES ARE NOT DIRECTED TO, AND NOT INTENDED FOR THE USE OF, CHILDREN UNDER THE AGE OF 13. IF YOU ARE UNDER THE AGE OF 13, YOU MAY NOT USE THE SERVICES OR THE APPLICATION AND MAY NOT REGISTER OR SUBMIT ANY PERSONAL INFORMATION TO THE SERVICE. We will not knowingly collect any information from children under the age of thirteen (13).

3.2 Accurate Information. It is your responsibility to provide accurate, timely, updated and complete information to us when creating an account and using the Services and we are not responsible for any claims or disputes related to any incomplete, inaccurate or untimely information provided by you to us.

3.3 Registration and Access.  Once you have completed the registration process, we may issue you a username and password to enable you to access and use the Application in accordance with the terms and conditions of this Agreement. You agree that you will maintain your username and password in confidence and not share your username and password with any third party. You will immediately notify us of any actual or suspected breach or improper use or disclosure of your username, password or the Application. You are solely responsible for all use of your account and activity thereon.

3.4 Devices. You acknowledge and agree that you are responsible for the acquisition, cost and maintenance of such Devices as well as any necessary wireless data plan.

3.5 Text Messaging.  By signing up to use the Services, you expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the cellular telephone number you provided to us. You acknowledge that use of SMS is necessary to utilize the Services.You also consent to receiving communications from Customers.

3.6 Background Checks. As part of your registration, you agree to execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Application to view and accept Customer requests. Failure to complete the background check process may result in inability to accept Customer requests and/or termination of your access to the Application. Please note that in order to run your background check, EOD will ask for your social security number during the registration process. We may also share your social security number with our payment vendor, Stripe, in order to verify your payment account.

4. Contractor Services

4.1 Best Efforts. By registering for an account and submitting proposals to Customer requests, you agree to use your best efforts to perform the Contractor Services in compliance with the requirements and specifications of the Customer. You may receive Customer requests for Contractor Services via the Application, which will include basic information related to the requested Contractor Services, such as the quoted pay rate, the type of work requested, equipment or tools needed and the name of Customer. You may choose to submit a proposal in response to any Customer requests that you are willing and able to fulfill via the functionality of the Application. If your proposal is accepted by the Customer, you have entered into a binding legal agreement to provide the Contractor Services for the Fees agreed upon between you and the Customer. Do not submit a proposal to a Customer request unless you are sure that: (a) you understand what you are being asked to deliver; (b) you can perform the Services identified in the Customer request; (c) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. You will be notified if your proposal has been accepted and at that time the Customer request will no longer be available to other Contractors. You acknowledge and agree that once a proposal has been submitted to a Customer, you authorize EOD to provide your name, biographical and experience information, including address, contact information (e-mail or social media address), picture (if provided) to the Customer. We will not provide Customers with any personally identifiable information (social security number, financial or credit card information, phone number, etc.)

As between EOD and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Contractor Services; and (b) except for the Services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform the Contractor Services. 

4.2 Fees. Your proposal should include the fee you intend to charge the Customer to complete the Contractor Services contained in the Customer request ("Fee"). Once you have completed the Contractor Services for a Customer, you are responsible for preparing and submitting an invoice for the applicable Fee to the Customer through the Application. All Fees are processed through a third-party payment processing service and all payments are transferred directly to your payment account less any applicable service fees or processing charges.

4.3 Your Relationship with Customers. You acknowledge and agree that you will be providing the Contractor Services as an independent contractor. Your interactions with Customers and/or other third parties found on or through the Services are solely between you and such Customers and/or third parties. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Customer. We are not responsible or liable for the actions or inactions of a Customer in relation to your activities. You have the sole responsibility for any obligations or liabilities to Customers or other third parties that arise from your provision of Contractor Services.

4.4 Failure to Perform. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, which could result in non-payment.  In addition, you may 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 Contractor Services in accordance with the Customer requirements.

4.5 Ratings

4.5.1 You acknowledge and agree that: (a) after receiving Contractor Services, a Customer may be asked to provide a rating of you and such Contractor Services and, optionally, to provide comments or feedback about you and such Contractor Services, whether through the Application or other means; and (b) after providing Contractor Services, you may be asked to provide a rating of the Customer and, optionally, to provide comments or feedback about the Customer, whether through the Application or other means. You shall provide your ratings and feedback in good faith.

4.5.2 We reserve the right to use, share and display ratings and comments provided by you and the Customer in any reasonable manner on the Application without attribution to you or your approval. You acknowledge and agree that we reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or EOD’s content policies.

5. Independent Contractor Status

5.1 Independent Contractor Relationship. You acknowledge and agree that you are an independent contractor under this Agreement and not an employee of EOD and that EOD does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Contractor Services or your acts or omissions. You retain the sole right to determine which requests for Contractor Services you choose to fulfill and when and how often you utilize the Application or the Services. You retain the option, via the Application, to attempt to submit a proposal, decline or ignore a Customer’s request for Contractor Services via the Services, or to cancel an accepted proposal via the Application, subject to EOD’s then-current cancellation policies. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. You understand that you retain the complete right to; (i) use other software application services in addition to the Services; and (ii) engage in any other occupation or business. We retain the right to, at any time at our sole discretion, deactivate or otherwise restrict you from accessing or using the Application or the Services including termination of your account in the event of a violation of this Agreement, your disparagement of EOD, your act or omission that causes harm to EOD’s brand(s), reputation or business as determined by EOD in its sole discretion, or for any other reason at the reasonable discretion of EOD.

5.2 No Benefits or Contributions. You are not entitled to or eligible for any benefits that we may make available to our employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, we 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 EOD by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor, 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 or by EOD.

5.3No Agency or Authority. The parties expressly agree that no joint venture, partnership, or agency relationship exists between EOD and you. As an independent contractor, you have no authority to bind EOD and you agree not to hold yourself out as an employee, agent or authorized representative of EOD. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of EOD, you undertake and agree to indemnify, defend (at EOD’s option) and hold EOD and its affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

5.4 Insurance. As an independent contractor, you acknowledge and understand that you are not covered by any insurance that may be provided by EOD to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. You understand you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while working in the course and scope of providing Contractor Services for a Customer, you acknowledge that you will not be covered by any workers compensation insurance coverage that EOD 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 providing Contractor Services for a Customer, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that EOD may have, and that EOD is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.

5.5 Taxes. You acknowledge and agree that you are solely responsible for filing all tax returns and paying all applicable taxes as required by any federal, state, local, or foreign tax authority arising from any Fees paid 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, EOD will report the Fees paid to you pursuant to this Agreement by filing Form 1099-MISC with the IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify EOD for the cost of any tax liabilities incurred by EOD as a result of your failure to pay all applicable taxes in a timely manner.

6. Representations and Warranties

You represent, warrant, and covenant that:

  • You have full right, power, and authority to enter into and perform your obligations under this Agreement without the consent of any third party (including any of your current or former employers);

  • You will comply with all of the terms of this Agreement;

  • You will fully conform to the specifications, requirements, and other terms of any Customer request that you accept, and the Services delivered will be of a professional and workmanlike quality;

  • You will comply with all applicable laws, rules and regulations in connection with the performance of the Contractor Services under this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide the Contractor Services;

  • 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, will have the requisite skills and qualifications and will assist with the performance of Services in a safe, lawful and workmanlike manner;

  • You have not entered into, and during the term of this Agreement will not enter into, any agreement that would prevent you from complying with this Agreement; and

  • 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 Contractor Service, or that is otherwise inconsistent with this Agreement.

7. CONFIDENTIALITY

7.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing Contractor Services through the Application. 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, except as necessary in the performance of the Contractor Services, 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 EOD’s prior written consent on a case-by-case basis. “Confidential Information” means any and all non-public information related to EOD’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 EOD and/or the Customer considers to be confidential or proprietary or which EOD has a duty to treat as confidential.

7.2 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.

7.3 Exceptions. You will have no obligations under this Section 7 with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to the date it is first disclosed to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault by 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 EOD, or is required by law or court order, provided that you immediately notify EOD in writing of such required disclosure and cooperate with EOD, at EOD’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.

7.4 Removal; Return. Upon the earlier of EOD’s request or any termination or expiration of this Agreement, you will promptly (a) return to EOD or, if so directed by EOD, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c), if requested, certify to EOD in writing that you have fully complied with these obligations.

8. Fees and Payment Terms 

8.1Cancellation Charges.  You acknowledge and agree that Customers may elect to cancel Contractor Services after they have accepted your proposal, whether via the Application or other means, at any time prior to when your provision of Contractor Services is scheduled to commence. In the event that a Customer cancels the Contractor Services, EOD may charge the Customer a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fee for the cancelled Contractor Services for the purpose of remittance to you hereunder.

8.2 Invoicing and Payment.  As part of the Services, EOD provides you with access to a system for creating and delivering invoices to Customers once the Contractor Services have been completed. Upon your completion of the Contractor Services, you will be responsible for preparing an invoice and submitting it to the Customer via the Application. Invoices will include a breakdown of amounts charged to the Customer for Contractor Services and may include specific information about you, including your name and contact information. You will be responsible for making any corrections to an invoice for errors or alternations you negotiate with a Customer. EOD will not be liable for any mistakes in or corrections to any invoice or for recalculation of the Fee.

8.3 Payment Processing. All Fees are processed through a third-party payment processing service and payments are transferred directly to your payment account less any applicable service fees or processing charges. EOD is not responsible for the actions of such third-party servicer, and may change such servicer at any time.

9. Proprietary Rights; License

9.1 License Grant. The Services and Application are licensed, not sold, to you for use only under the terms of this Agreement. Subject to the terms and conditions of this Agreement, EOD hereby grants you a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to access and use the Services and to install (where applicable) and use the Application on a Device solely for the purpose of receiving and responding to Customer requests, providing Contractor Services to Customers and tracking Fees. All rights not expressly granted to you are reserved by EOD, and its licensors. The foregoing license grant shall immediately terminate and you will delete and fully remove the Application from the Device and cease all use of the Services in the event that you violate any of the terms of this Agreement or your account is otherwise terminated or deactivated under this Agreement.

9.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Services or Application in any way; (b) modify or make derivative works based upon the Services or Application; (c) improperly use the Services or Application, including creating Internet "links" to any part of the Services or Application, "framing" or "mirroring" any part of the Services or Application on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the Services or Application; (d) reverse engineer, decompile, or disassemble the Services or Application, except as allowed under applicable law; or (e) remove any copyright, trademark or other proprietary notices from any portion of the Services;. In addition, you shall not, and shall not allow any other party to, access or use the Services or Application to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Services; (iv) attempt to gain unauthorized access to the Services or its related systems or networks; or (v) send spam or otherwise duplicative or unsolicited messages. In addition to the termination of this Agreement, violation of this Section 9 may result in copyright, trademark, patent or other intellectual property rights violations and liability, and civil or criminal penalties.

9.3 Ownership. The Services and Application, including all intellectual property rights therein, are and shall remain (as between you and EOD) the sole and exclusive property of EOD or its licensors. Neither this Agreement nor your use of the Services or Application conveys or grants to you any rights in or related to the Services or the Application, except for the limited license granted above.

9.4 Trademark Usage. The EOD name, trademarks, service marks, and logos (the “EOD Trademarks”) used and displayed on the Services or the Application are EOD’s unregistered trademarks or service marks. Nothing on the Services or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any EOD Trademark displayed on the Services or the Application without EOD’s prior written consent for each individual use. You may not use the EOD Trademarks to disparage EOD, our products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the EOD Trademarks. You may not use any Trademarks as part of a link to or from any service without EOD’s prior written consent. All goodwill generated from the use of any EOD Trademark will inure solely to EOD’s benefit.

9.5 Copyright.  We respect the intellectual property rights of others, and we reserve the right to delete or disable any content posted through the Services that is alleged to be infringing, and to terminate the accounts of repeat alleged infringers, in accordance with the Digital Millennium Copyright Act (the "DMCA").

If you're a copyright owner or an owner's agent and find content that infringes upon your copyrights, you may submit a notification according to the DMCA. To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing:

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(c) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(e) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(f) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

EOD's designated Copyright Agent to receive notifications of claimed infringement can be reached by contacting: Employ on Demand, Inc., Attn: Derek Taniguchi, 12961 Quitman, Denver, CO 80212 or via email at copyright@eod.life.

You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

If a counter-notice is received by our Copyright Agent, we may, in our sole discretion, send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the provider of the content or user, the removed content may be replaced, or access to it restored.

10. Privacy

The collection, use, maintenance, disclosure and disposal of User Content, including the collection and use of your personally identifiable information, through the Application and provision of the Services is governed by our Privacy Policy which is incorporated into and is a part of this Agreement.

11. User Content

11.1 License to EOD. We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User Content. By making available any User Content on or through the Application, you hereby grant to EOD a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content on, through, by means of or to promote, market or advertise the Application or the Services, or for any other purpose in our sole discretion, except that private messaging through the Application will not be used by EOD in public advertising.

11.2 Ownership of User Content You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Application or the Services. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Application or the Services or you have all rights, licenses, consents and releases that are necessary to grant to EOD the rights in such User Content, as contemplated under this Agreement; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or EOD’s use of your User Content (or any portion thereof) on, through or by means of the Application or the Services will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that EOD may proofread, summarize or otherwise edit and/or withdraw your User Content, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited Content is accurate and consistent with your representations and warranties in this Agreement.

11.3. Removal or Disable User Content. EOD reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Application or users, or for any other reason.

11.4 Prohibited Activities. You are prohibited from using the Services to share or receive any User Content that is inappropriate or offensive to other Users, as determined by EOD in our sole discretion. You hereby agree not to: (a) in any way distribute or disseminate profane, offensive, obscene, infringing or unlawful material or information; (b) use the Services in violation of any local, state, national or international law; (c) slander, abuse, threaten, harass or otherwise violate any legal rights of others; (d) upload any files to the Services that violate the legal rights (including intellectual property, privacy, publicity rights) of any third party or contain any viruses or may damage the Services or any User’s system in any way; (e) download any file that you know, or reasonably should know, cannot be legally distributed or disseminated through the Services; (f) advertise, sell, or offer to sell any goods or services on the Services for any purpose which is not relevant to the services offered by EOD including conducting or forwarding any surveys, contests, etc.; (g) impersonate another User or allow another individual to use your account in any way; or (h) in any way prevent other Users from using and enjoying and/or benefitting from the Services. You agree EOD is not responsible for the misuse or misappropriation of any User Content or information you provide to the Services, such as posts in any publicly viewable area of the Services, your profile, or reviews.

12. Disclaimers, Limitation of Liability & Release 

12.1 Disclaimer of Warranties.  EOD PROVIDES, AND YOU ACCEPT, THE SERVICES AND APPLICATION ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY.

12.2 General Disclaimer. YOU AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE SERVICE AND APPLICATION IS SOLELY AT YOUR OWN RISK. EOD FUNCTIONS AS COMMUNICATIONS PLATFORM ONLY AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACCURACY OF INFORMATION PROVIDED BY, ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE CONTRACTOR SERVICES FROM YOU. BY USING THE SERVICES AND APPLICATION, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE SERVICES OR APPLICATION. EOD EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY TO YOU FOR ANY COSTS, DAMAGES, EXPENSES OR OTHER LIABILITIES INCURRED AS A RESULT OF ANY FALSE STATEMENT, ACT OR OMISSION OF ANY CUSTOMER, USER OR OTHER THIRD PARTY. EOD IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY CUSTOMER OR USER. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND OTHER INTERACTIONS WITH ANY CUSTOMER OR USER.

12.3 No Service Guarantee. EOD DOES NOT WARRANT OR GUARANTEE THE AVAILABILITY OR UPTIME OF THE SERVICES OR APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES OR APPLICATION MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SERVICES OR APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND EOD ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS OR ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE APPLICATION. EOD MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE APPLICATION'S CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR APPLICATION OR SERVICE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR APPLICATION OR SERVICE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR APPLICATION BY ANY THIRD PARTY, AND/OR (F) FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE APPLICATION OR THE SERVICE. SHOULD YOU BECOME DISSATISFIED OR HARMED BY THE SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR ACCOUNT.

12.4 Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND APPLICATION, YOUR OFFERING OR PROVIDING CONTRACTOR SERVICES THROUGH THE APPLICATION, AND ANY CONTACT YOU HAVE WITH OTHER USERS OR THIRD PARTIES, WHETHER IN PERSON OR ONLINE, REMAINS WITH YOU.IN NO EVENT WILL EOD BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICE OR THE APPLICATION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EOD’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED FIVE HUNDRED DOLLARS ($500.00).

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

12.5 UserDisputes; Release. If there is a dispute between Users (including between you and a Customer), or between Users and any third party, you agree that EOD is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release EOD, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor."

13. Indemnification

You will indemnify, defend (at EOD’s option) and hold harmless EOD, its affiliates, its Customers, and each of the foregoing’s respective officers, directors, employees, agents, successors and assigns from and against any and all claims, liabilities, expenses (including legal fees and costs), damages, penalties, fines and taxes arising out of or related to (a) your use or misuse of the Services (including any actions taken by a third party using your account), (b) your provision of Contractor Services (including claims and potential claims from third parties, Users, regulators and governmental authorities), (c) any breach of your representations, warranties or obligations under this Agreement or other violation of this Agreement, (d) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your use of the EOD Services, or (e) any data or content that you submit, post to, transmit or communicate through the Services.

You further agree that you will reasonably cooperate in the defense of any such claims. EOD reserves the right to select its own legal counsel to represent its interests and you agree to reimburse EOD for its attorneys’ fees and costs immediately upon request as they are incurred. You agree not to settle any such claim without the prior written consent of EOD. The obligations described in this section shall include indemnifying and holding harmless EOD from and against losses incurred in enforcing this section.

14. Term and Termination

14.1 Term.  This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

14.2 Termination.  Either party may terminate this Agreement and your use of the Services and the Application: (a) without cause at any time upon seven (7) days prior written notice to the other party; or (b) immediately, without notice, for the other party’s material breach of this Agreement. In addition, EOD may terminate this Agreement or deactivate your account immediately, without notice, in the event you are no longer eligible, under applicable law or the standards and policies of EOD, to provide Contractor Services, or as otherwise set forth in this Agreement.

14.3 Effect of Termination.  Upon termination of the Agreement, you shall immediately delete and fully remove the Application from any of your Devices and cease providing Contractor Services via the Services. Outstanding payment obligations and other sections that by their nature should survive termination including Sections 5.5, 7, 9, 11, 12, 13, 14.3 and 16, will survive the termination of this Agreement.

15. Apple App Store Terms

This Section 15 applies to your use of all the Services, including the iPhone, and iPad applications available via the Apple, Inc. ("Apple") App Store (the “Application"), but the following additional terms also apply to the Application: (a) both you and EOD acknowledge that this Agreement is concluded between you and EOD only, and not with Apple, and that Apple is not responsible for the Application or any content posted to or made available via the Application; (b) the Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of this Agreement as it is applicable to the Services; you will only use the Application in connection with an Apple device that you own or control; (c) you acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application; (d) in the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application; (e) you acknowledge and agree that EOD, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application; (e) you acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, EOD, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim; (f) you represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties; (g) both you and EOD acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and (h) both you and EOD acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement, and that upon your acceptance of this agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as the third party beneficiary hereof. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

16. Miscellaneous Terms

16.1 Modification. EOD reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the Application or the portal available to you on the Services. EOD reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Services, or downloading, installing or using the Application, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein. Continued use of the Services or Application after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

16.2 Supplemental Terms. Supplemental terms may apply to your use of the Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time ("Supplemental Terms"). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

16.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

16.4 Assignment. You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your account with the Services, in any way (by operation of law or otherwise) without EOD’s prior written consent. EOD may transfer, assign, or delegate this Agreement and its rights and obligations without consent.

16.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words "including" and "include" mean "including, but not limited to."

16.6 No Third-Party Beneficiaries. Except as expressly set forth in Section 15 above regarding the Apple Application, there are no third-party beneficiaries to this Agreement and nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

16.7 Notices. Any notice delivered by EOD to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Services. Any notice delivered by you to EOD under this Agreement will be delivered by contacting EOD at support@eod.life.

16.8 Waiver. No waiver of any provision of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and EOD’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

16.9 Modifications to Application and Services. EOD may, at any time, modify or discontinue, temporarily or permanently, providing the Application or the Services (or any part thereof) to you, at our sole discretion and for any reason, with or without notice. You agree that EOD will not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.

16.10 Location of Services. We administer the Services from our offices in the State of Colorado, USA. We make no representation that the Services are appropriate or available for use outside the United States, and access to the Services from territories where its content is illegal is prohibited. You may not use or export or re-export the Services or materials found thereon or any copy or adaptation in violation of any applicable laws or regulations including without limitation U.S. export laws and regulations. If you choose to access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with applicable local laws.

16.11 Third-Party Websites. With regards to links on the Services or the Application that lead to other websites, we do not control and are not responsible for the content of such websites, nor do we endorse any such websites, and you acknowledge that all such links are provided for your convenience only. It is your responsibility to evaluate the content on other websites and you enter all third-party websites at your own risk. Third-party websites are not covered by the terms of this Agreement; they are governed by the privacy policies and terms and conditions of those sites, which we do not control and are not responsible for. You hereby agree to hold EOD harmless from any liability that may result from your use of links that appear on the Services or the Application.

16.12 Governing Law. The interpretation of this Agreement shall be governed by Colorado law, without regard to the choice or conflicts of law provisions of any jurisdiction; provided, however that the arbitration agreement in Section 16.13 shall be governed by the Federal Arbitration Act.

16.13 Arbitration Provision. Other than disputes regarding the intellectual property rights of the parties, you agree that any other claim or controversy arising out of or relating to the Services or this Agreement shall be settled exclusively by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association before a single arbitrator taking place in Denver, Colorado. You agree to give up your right to go to court to assert or defend any claims between you and EOD or its officers, directors, agents, investors, and employees, and your right to participate in a class action or other class proceeding. You can decline this agreement to arbitrate by submitting the opt-out form within 30 days of first accepting this Agreement. All claims and controversies must be arbitrated on an individual basis and may not be consolidated with any other claims or controversies. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed. Judgment on the arbitration award may be entered into any court having jurisdiction in Denver, Colorado. You or EOD may seek any preliminary or interim relief from a court of competent jurisdiction in Denver, Colorado solely as necessary to protect the rights of property pending the completion of arbitration. Any proceeding required to enforce this arbitration agreement may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is held to be unenforceable, any litigation against EOD or its officers, directors, agents, investors, and employees may be commenced only in federal or state courts located in Denver, Colorado, and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction and venue of those courts for such purposes.

16.14 Contacting Us. If you have any questions about this Agreement, our privacy practices, or the Services, please contact us at: info@eod.life.