Service provider Agreement
This Service provider Agreement (the Agreement) sets forth the terms and conditions whereby you, an independent service provider fully-licensed (to the extent required by applicable law) and qualified to provide the services contemplated by this Agreement (the Service provider), agree to provide certain services (as described on Schedule 1) to third parties that may, from time to time, be referred to you via the web-based platform of Done.com, Inc.Technologies, Inc. d/b/a Done, a Texas corporation, with a mailing address at 7500 HW 71, Austin, TX 78735 (Done).
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 12.2.
1. GENERAL PROVISIONS
1.1 Background Statement.
Done.com, Inc.is the creator of a communication platform that creates a marketplace to connect potential clients (Service Requesters) with fully-licensed (to the extent required by applicable law) and qualified providers, such as Service provider, in the business of providing basic handyman repairs, appliance installations, furniture assembly, electrical services, general cleaning and painting services, (Services). Done.com, Inc.provides a web-based and mobile application-based portal (the Done.com, Inc.Platform) through which Service Requesters may connect with a network of Service providers with whom they may arrange a variety of Services. Done.com, Inc.and Service provider intend that Service provider will provide the services to Service Requesters strictly as an independent contractor Service provider, and not as an employee, worker, agent, joint venturer, partner or franchisee of Done.com, Inc.or any Service Requester for any purpose. Done.com, Inc.does not provide the Services described in this Agreement and does not employ individuals to perform said Services. Done's role is limited to offering the communication platform as a referral tool for Service Requesters and Service providers and facilitating payments from Service Requesters to Service providers. Done.com, Inc.and Service provider acknowledge and agree that the Services are outside the usual course of Done's business and that the Services will be performed outside all of the places of Done's business.
2. THE SERVICES
Service provider shall be eligible to book Jobs through the Done.com, Inc.Platform requesting any Services that Service provider is fully-licensed (to the extent required by applicable law) and qualified to provide as specified on Schedule 1 to this Agreement. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service provider shall, upon request, provide proof to Done.com, Inc.of all necessary licenses, permits and/or certifications before Service provider provides any such Services under this Agreement.
2.1 Job Completion.
To ensure that the Done.com, Inc.platform remains a reliable source of referrals and to ensure all Service providers are able to have access to available Jobs, once Service provider has been awarded a Job, Service provider is contractually obligated to complete the Job within the Timeframe specified by, and to the satisfaction of, the Service Requester. Service provider may not cancel the Job without advance notice of at least 24 hours to Service Requester and Done, except in the case of an unavoidable emergency, in which case, Service provider shall notify Service Requester and Done.com, Inc.as soon as practicable. In the event Service provider, upon more than twenty-four (24) hours' notice, needs to reschedule a Job, Service provider may contact the Service Requester and attempt to reschedule the Job. In the event that the Service Requester declines to reschedule, Done.com, Inc.shall have the right to make the Job available on the Done.com, Inc.Platform. Service provider understands and agrees that Service provider's failure to complete a Job in accordance with Service Requester's specifications after he or she has booked that Job using the Platform constitutes a material breach of this Agreement and could result in termination of this Agreement in accordance with Section 9. Service provider may be entitled to a fee or liquidated damages in the event a Service Requester cancels or reschedules a Job as described in Schedule 3. Modifications to Schedule 3 will be effective upon written notification to Service provider and will supersede any and all prior versions. By accepting this Agreement, Service provider authorizes Done.com, Inc.to withhold the foregoing payment of liquidated damages, if any, as referenced in this Agreement, from Service provider's Service Fees.
2.2 Service Requester Ratings.
Service provider acknowledges that the Done.com, Inc.Platform is intended to refer Service Requesters only to those Service providers who maintain the highest standards of provider and quality of service. Service provider acknowledges that Service Requester may rate and review a Service provider at the end of every booking. Service provider agrees to maintain high standards of provider and service, including but not limited to maintaining tools and materials consistent with industry standard and in good working condition, maintaining appearance and grooming standards consistent with industry standard, and maintaining a Service Requester rating at or above the minimum rating established by Done.com, Inc.for access to the platform, as modified from time to time. In the event a Service provider's aggregate rating falls below the applicable minimum rating, Done.com, Inc.reserves the right to deactivate the Service provider's access to the Done.com, Inc.Platform. Done.com, Inc.agrees to provide Service provider written notice of the minimum rating and any changes thereto.
2.3 No Control.
Service provider shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from control and direction in the performance of the Services. Done.com, Inc.shall not control or have any right to control the manner or means by which Service provider performs the Services, including but not limited to the time and place Service provider performs the Services, the Jobs Service provider selects, the tools and materials used by Service provider to complete the Jobs, the helpers, assistants, subcontractors or other personnel (if any) used by Service provider to assist in completing Jobs, or the manner in which Service provider completes the Jobs. Done.com, Inc.will not and has no right to, under any circumstances, inspect Service provider's work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Done.com, Inc.have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof. Where approved in advance by the Service Requester, and except as otherwise provided in this Agreement, Service provider is not obligated to personally perform the Services. Service provider shall furnish at his/her own discretion, selection, and expense any and all assistants, helpers, subcontractors or other personnel the Service provider deems necessary and appropriate to complete the Services. Service provider shall be solely responsible for the direction and control of any such personnel and for all acts and omissions of same. Before any Services are performed by any assistants, helpers, subcontractors or other personnel engaged by Service provider, Service provider shall require any such individuals to submit to a basic background check satisfactory to Done. Service provider agrees that any assistants, helpers, subcontractors or other personnel used shall maintain a provider appearance consistent with industry standards while performing Services. Service provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Service provider and all persons engaged by Service provider in the performance of the Services. Service provider agrees that he/she is fully and solely responsible for filing, and shall file, an appropriate schedule of expenses and all other appropriate tax documents with the Internal Revenue Service in compliance with required filing periods. Service provider shall be responsible for, and shall indemnify and hold Done.com, Inc.harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service provider or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest. To the extent required by applicable law, Service provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.
3. SERVICE FEES
3.1 Service Fees.
Service Requester shall pay for completed Jobs through the Done.com, Inc.Platform at the rates quoted by Done.com, Inc.at the time the Job is posted on the Done.com, Inc.Platform, which shall be based on the stated parameters of the Job (the Job Rate). Each Job made available to Service provider on the Platform shall set forth the Timeframe, Estimated Work Time, details about the Service requested, the Job Rate, and the estimated Service Fee the Service provider shall be entitled to upon completion of the Job, as modified from time to time. The difference between the Job Rate and Service Fee shall be the fee owed to Done.com, Inc.for referring the Job and facilitating the payment from Service Requester to Service provider (Booking Fee).
3.2 Service Fee Negotiation.
If a Job referred to and accepted by Service provider requires more time to complete than the Estimated Work Time, Service Requester and Service provider may, prior to Service provider providing any Services above and beyond the Estimated Work Time, refer to Done’s pricing terms ($59/hr for additional work as needed.) Done.com, Inc.reserves the right to negotiate a final price that is fair to the user and service provider.
3.3 Service Fee Payment.
When a Job is complete, Service provider will submit to the Service Requester and Done.com, Inc.confirmation that the Job is complete. Done.com, Inc.will transmit payment to Service provider via direct deposit (Dwolla). So long as Service provider has completed the steps necessary to set up a direct deposit account and provided those details to Done, Done.com, Inc.shall then remit payment for each Job, less Done's booking fee and any other applicable fees, within seven (7) business days following the day the Job was completed. Absent Service provider's failure to complete the appropriate steps to arrange for payment by direct deposit, Done's failure to remit payment within seven (7) business days following the day the Job was completed shall constitute a material breach of this Agreement. If applicable, Done.com, Inc.will report the payments paid to Service provider under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law. Payment processing services for Service providers are provided by Dwolla and are subject to the Dwolla Terms of Service Agreement, located at https://www.dwolla.com/legal/dwolla-direct-tos/. As a condition of Done.com, Inc.enabling payment processing services through Dwolla, Service provider agrees to provide Done.com, Inc.accurate and complete information about Service provider and Service provider's business, and Service provider authorizes Done.com, Inc.to share it and transaction information related to Service provider's use of the payment processing services provided by Dwolla.
4. EQUIPMENT AND OPERATIONS
4.1 Compatible Mobile Device.
In order to book Jobs, Service provider must possess a smartphone equipped with access to the Done.com, Inc.Platform (the Compatible Mobile Device).
4.2 Pro Portal; Geo-Tracking.
In order to book Jobs, Service provider must download Done's Service provider mobile application (the Pro Portal) onto the Compatible Mobile Device used by the Service provider. Done.com, Inc.collects the latitude and longitude location (Location Coordinates) of the Compatible Mobile Device from the Pro Portal for a period of time starting (a) 4 hours prior to the scheduled start of a Job for the purpose of (i) providing support for the Service provider and Service Requester to find each other and (ii) confirming that the Service provider will perform the Job claimed by the Service provider and ending (b) 2 hours following the scheduled end of a Job for the purpose of confirming that the Job is completed. In addition, at any point, Done.com, Inc.may collect the Location Coordinates of the Compatible Mobile Device on which the Pro Portal is installed for the purpose of referring jobs to a Service provider that are posted on short notice by Service Requesters in the Service provider's vicinity. Service provider shall have no obligation to accept any Job offered in this manner. For up to a 4 hour period prior to the scheduled start of a Job, Done.com, Inc.may share the Service provider's Location Coordinates with the Service Requester who requested the Job for the purpose of assisting the Service Requester and Service provider to coordinate the Services and to confirm that the Service provider will perform the Job claimed by the Service provider. Done.com, Inc.may also disclose the Service provider's location information and contact information as required by applicable law, to authorized service providers, or when Done.com, Inc.believes that such disclosure is necessary to protect the rights, property, or safety of Done, Done.com, Inc.Platform users, Service Requesters, or others. Done.com, Inc.has no right to collect or use GPS data for the purpose of controlling or monitoring the manner and means by which the Service provider provides the Services contemplated by this Agreement, or the frequency with which the Service provider uses the Done.com, Inc.Platform to book Jobs. The Service provider may stop Location Coordinates collection only by uninstalling the Pro Portal from the Compatible Mobile Device. Done.com, Inc.retains Location Coordinates information to confirm that the Job has been completed and retains de-identified Location Coordinates data indefinitely. By executing this Agreement, Service provider agrees to the use and disclosure of Location Coordinates information as described above.
4.3 Costs of Operation.
Service provider is solely responsible for any costs or expenses incurred by Service provider in connection with the operation of Service provider's principal place of business and the performance of the Services, and in no event shall Done.com, Inc.reimburse, or be required to reimburse, Service provider for any tools, materials, costs or expenses used in connection with the Services. Service provider shall furnish and maintain, at Service provider's own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service provider, at Service provider's sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At Service provider's request, Done.com, Inc.may offer to Service provider certain equipment, supplies, and materials for purchase. Service provider is not required to purchase any equipment, tools, supplies, or materials from Done.com, Inc.at any time.
4.5 Use of Voice, Image and Likeness.
Service provider gives Done.com, Inc.permission to use any and all of Service provider's voice, image, likeness, and any ratings and reviews from Service Requesters about Service provider, with or without using Service provider's name, in connection with the products and/or services available through the Done.com, Inc.Platform, for the purposes of advertising and promoting such products and/or services and/or Done, for the purposes of identifying Service provider to Service Requester, and/or for other purposes deemed appropriate by the Done.com, Inc.in its reasonable discretion, except to the extent expressly prohibited by law.
4.6 Call and SMS Data.
5. RELATIONSHIP OF THE PARTIES
Service provider is an independent contractor and has not been engaged by Done.com, Inc.to perform services on Done's behalf. Rather, Service provider has entered into this Agreement for the purpose of having access to the Done.com, Inc.Platform and the exclusive marketplace for services thereby created by Done, in exchange for which it pays Done.com, Inc.a fee, as described herein. Service provider represents that he or she is customarily engaged in an independently established trade, occupation, profession and/or business offering the Services to the general public and/or Service provider represents that he or she maintains a principal place of business in connection with Service provider's trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service provider and Done.com, Inc.or any Service Requester for any purpose. Service provider has no authority (and shall not hold himself or herself out as having authority) to bind Done.com, Inc.and Service provider shall not make any agreements or representations on Done's behalf without Done's prior written consent. Service provider understands that Service provider will not be eligible to participate in any benefit plans offered to Done's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Done.com, Inc.to its employees. Done.com, Inc.will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Service provider's behalf. Service provider shall be responsible for, and shall indemnify and hold Done.com, Inc.harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.
6. REPRESENTATIONS AND WARRANTIES
Service provider represents and warrants to Done.com, Inc.that: (a) Service provider has the legal right to provide the Services that are contemplated by this Agreement in the United States; (b) Service provider is fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service provider intends to offer said Services, and has the required skill, experience, and qualifications to perform the Services; and (c) Service provider shall perform the Services in a provider and diligent manner in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Service provider in relation to the delivery of Services shall do likewise, including the completion of all Jobs referred to Service provider that he/she opts to accept through the Platform; and (d) Service provider shall perform the Services in accordance with all applicable laws, rules and regulations. Service provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement. For Service providers performing the Services in Washington State, Service provider shall, within a reasonable period of time after this Agreement is electronically signed, establish an account with the Department of Revenue and all other required state agencies, for the business Service provider is conducting for the payment of all state taxes normally paid by employer and businesses. Service provider further agrees, within a reasonable period of time after this Agreement is electronically signed, to register for and receive a unified business identifier number from Washington State. Service provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.
Service provider shall defend, indemnify and hold harmless Done.com, Inc.and its affiliates and their officers, directors, employees, agents, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service provider's acts or omissions; and (b) Service provider's breach of any representation, warranty, or obligation under this Agreement. The Services that Service provider provides pursuant this Agreement are fully and entirely Service provider's responsibility. Done.com, Inc.is not responsible or liable for the actions or inactions of a Service Requester or other third party in relation to the Services provided by Service provider. Service provider understands, therefore, that by using the Done.com, Inc.Platform, Service provider will be introduced to third parties in relation to whom Done.com, Inc.has not conducted any background or reference checking, that may be potentially dangerous, and that Service provider uses the Done.com, Inc.Platform at his/her own risk.
It is the sole responsibility of the Service provider to maintain in full force and effect adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to Done, with policy limits sufficient to protect and indemnify Done.com, Inc.and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service provider or Service provider's assistants, agents, contractors, servants, or employees.
9. TERM; TERMINATION
This Agreement shall be effective as of the date it is executed by Service provider and shall remain in effect unless and until terminated as set forth in this Section 9(the Term). Service provider understands that Done.com, Inc.may temporarily deactivate Service provider's profile on Done.com, Inc.Platform in the event that Service provider is inactive on the Done.com, Inc.Platform for a period that exceeds the time period set forth on Schedule 2, as modified from time to time. In such circumstances, Done.com, Inc.shall reactivate Service provider's profile upon request from Service provider. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service provider the right to choose when to make himself or herself available and each Job referred and accepted is treated as a separate service arrangement.
(a) Done.com, Inc.and Service provider may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, Done's failure to timely remit Service Fees as described herein, Service provider's failure to complete a Job he or she has booked on the platform or if a Service provider cancels or reschedules two (2) or more Jobs he or she has booked on less than 2 hours' notice prior to the applicable Job start time within any twenty-eight (28) day period. In the event there is a dispute whether Done.com, Inc.or Service provider materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, unless Service provider exercises his/her right to opt out of arbitration, as described in Section 12.2, below.
(b) In addition to the foregoing, Done.com, Inc.and Service provider may terminate the Agreement for any reason upon fifteen (15) days' written notice.
9.3 Service provider's Obligations Upon Termination.
Upon termination of this Agreement for any reason, Service provider shall: (a) complete any outstanding Jobs Service provider has booked (the Outstanding Jobs) and (b) certify in writing to Done.com, Inc.that Service provider has complied with the requirements of this Section.
9.4 Done's Obligations Upon Termination.
Upon termination of this Agreement: (a) if the termination is effected by Done, Done.com, Inc.shall immediately pay to Service provider any outstanding earned Service Fees; or (b) if the termination is effected by Service provider, Done.com, Inc.shall pay to Service provider any outstanding earned Service Fees within seven (7) business days. In either event, Done.com, Inc.shall pay Service Fees for any Outstanding Jobs as soon as practicable after Service provider has completed the Outstanding Jobs.
9.5 Surviving Provisions.
The terms and conditions of this Section 9.5 and Sections 5, 6, 7, 9.3, 9.4, 10, 11, and 12 (including, but not limited to, Section 12.2) shall survive the expiration or termination of this Agreement.
10. OTHER BUSINESS ACTIVITIES
Service provider may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than the Done.com, Inc.Platform, including other web-based portals. However, Service provider shall not affirmatively solicit Service Requesters originally referred through the Done.com, Inc.Platform to book jobs through any means other than the Done.com, Inc.Platform.
Service provider may not assign this Agreement, absent written authorization by Done. Done.com, Inc.may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.
12. DISPUTE RESOLUTION; GOVERNING LAW
12.1 Informal Negotiations.
To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement or otherwise arising from the relationship between Service provider and Done, Service provider and Done.com, Inc.agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon written notice. Service provider's address for such notices is the address provided by Service provider to Done. Done's address for such notices is Done, Inc., 7500 HW 71 Austin, TX 78738.
12.2 Mutual Arbitration Provision.
Mandatory and Exclusive Arbitration. Done.com, Inc.and Service provider mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Mutual Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply, including, but not limited, to any and all claims arising out of or relating to this Agreement, the Service provider's classification as an independent contractor, Service provider's provision of Services under this Agreement, the payments received by Service provider for providing Services, Service provider's registration to use the Done.com, Inc.platform, the formation and/or termination of this Agreement, and all other aspects of the Service provider's relationship with Done, past or present, whether arising under federal, state or local statutory and/or common law.
Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, and/or formation of this Mutual Arbitration Provision. However, as stated in Section 12.2(d) below, the preceding clause of this paragraph shall not apply to the Class Action Waiver and Representative Action Waiver.
BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.
(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Service provider must be delivered to: Done.com, Inc.Technologies, Inc. Attn: Legal Department, 7500 HW 71, Austin, TX 78738.
(b) CLASS ACTION WAIVER-PLEASE READ. Done.com, Inc.and Service provider mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (Class Action Waiver).
(c) REPRESENTATIVE ACTION WAIVER-PLEASE READ. Done.com, Inc.and Service provider mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a private attorney general act representative action, and an arbitrator shall not have any authority to arbitrate a private attorney general action ("Representative Action Waiver"). This Representative Action Waiver does not apply to any representative claim brought pursuant to the California Private Attorneys General Act of 2004 (Labor Code section 2698, et seq.); all such claims must be brought in a Court of competent jurisdiction, not in arbitration.
(d) Notwithstanding any other clause contained in this Agreement, this Mutual Arbitration Provision, or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. As stated above, all other disputes regarding interpretation, applicability, enforceability, or formation of this Mutual Arbitration Provision shall be determined exclusively by an arbitrator.
(e) Service provider agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Service provider's status as an independent contractor in fact and in law, that Service provider is not an employee of Done.com, Inc.or any Service Requester and that any disputes in this regard shall be subject to arbitration as provided in this Mutual Arbitration Provision.
(f) Unless Done.com, Inc.and Service provider otherwise mutually agree, the arbitration will be conducted in the county where Service provider resides. If Service provider's claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents Done.com, Inc.and Service provider submit to the arbitrator, unless Service provider requests a hearing or the arbitrator determines that a hearing is necessary. Unless Service provider waives the right to a hearing in writing, a hearing shall always be conducted if Service provider's claim exceeds $10,000. The Arbitrator shall be selected by mutual agreement of Done.com, Inc.and Service provider. Unless Done.com, Inc.and Service provider mutually agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted, and who has experience in the underlying subject matter. If the parties cannot agree on the Arbitrator, the selection of the Arbitrator shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules). Regardless of whether the Arbitrator is affiliated with the American Arbitration Association, the parties agree that any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (AAA Rules), except as follows (unless and to the extent otherwise mutually agreed by Done.com, Inc.and Service provider): (1) The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute; (2) Done.com, Inc.shall pay the Arbitrator's fees and costs unless the relief sought in the Service provider's demand for arbitration was found to be frivolous or brought for an improper purpose (as determined by the standards set forth in Federal Rule of Civil Procedure 11(b)), unless applicable law requires otherwise; (3) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes; (4) Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable; (5) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions; (6) The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law; (7) Either Done.com, Inc.or Service provider may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Section 12.2 may be rendered ineffectual.
(g) Regardless of any other terms of this this Agreement or Mutual Arbitration Provision, nothing prevents Service provider from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commissions, National Labor Relations Board, or Office of Federal Contract Compliance Programs, and nothing in this Agreement or Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this arbitration provision. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on the claims addressed in this Section 12.2, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Done.com, Inc.will not retaliate against Service provider for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act.
(h) The AAA Rules may be found at www.adr.org or by searching for AAA Commercial Arbitration Rules using a service such as www.Google.com or www.Bing.com.
(i) Service provider's Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of Service provider's contractual relationship with Done, and therefore Service provider may submit a statement notifying Done.com, Inc.that Service provider wishes to opt out and not be subject to this Mutual Arbitration Provision. In order to opt out, Service provider must notify Done.com, Inc.of Service provider's intention to opt out by submitting to Done.com, Inc.at Done.com, Inc.Technologies, Inc. Attn: Legal Department, 7500 HW 71, Austin, TX 78738, a signed and dated written notice stating that Service provider is opting out of this Mutual Arbitration Provision. Service provider also may opt out by sending an email to optout@Done.com stating Service provider's intention to opt out. In order to be effective, Service provider's opt out notice must be provided within 30 days of the date this Agreement is electronically signed by Service provider. If Service provider opts out as provided in this paragraph, Service provider will not be subject to any adverse action from Done.com, Inc.as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Service provider does not opt out within 30 days of the effective date of this Agreement, Service provider shall be deemed to have voluntarily agreed to this Mutual Arbitration Provision. Service provider acknowledges and agrees that if Done.com, Inc.modifies any provision of this Agreement other than any term of this Section 12.2, Service provider will not have a renewed opportunity to opt out of arbitration. Service provider further acknowledges and agrees that if Done.com, Inc.modifies the addresses for submission of opt-out notices identified in this Section 12.2, Service provider will not have a renewed opportunity to opt of arbitration. If, however, Done.com, Inc.modifies any provision of this Section 12.2 other than the addresses for submission of opt-out notices, Service provider will have a renewed opportunity to opt out of arbitration. In such circumstances, the 30-day opt out period will begin to run upon your electronically signing the modified Agreement. Changes to any information referenced at hyperlinks from the Agreement or Arbitration Provision shall not create a renewed opportunity to opt-out.
(j) Right To Consult With A Lawyer: Service provider has the right to consult with private counsel of Service provider's choice for independent legal advice with respect to any aspect of this Agreement or Mutual Arbitration Provision, or any claim that may be subject to this Mutual Arbitration Provision.
(k) In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, or representative general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration.
12.3 Governing Law.
Except for the Mutual Arbitration Provision set forth in Section 12.2, which is governed by the Federal Arbitration Act, and except as may be prohibited by the law of the State in which Service provider primarily works and resides, this Agreement shall be governed and interpreted pursuant to the laws of the State of New York, notwithstanding any principles of conflicts of law.
13. SERVICE REQUESTER PRIVACY
Service provider understands that in performing the Services, he or she will receive certain private and/or confidential information regarding the Service Requesters and will have access to their homes and personal belongings. Except upon order of government authority (e.g., Court, administrative agency) having jurisdiction, or upon written consent by the Service Requester, Service provider agrees that he or she shall not publish, disseminate or disclose, for his or her own benefit or the benefit of any third party, any confidential information regarding the Service Requesters, including addresses, telephone numbers and/or financial information. Service provider further agrees not to engage in any activity which violates the privacy of any Service Requester, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a Service Requester or his or her homes or personal belongings, or publishing, disseminating or disclosing any such photographs or recordings. Service provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.
Service provider hereby expressly acknowledges and agrees that, by using or receiving access to the Done.com, Inc.Platform, Service provider and Done.com, Inc.are bound by the then-current version of this Agreement, including any supplements to this Agreement or documents incorporated herein, including the Schedules below. Service provider shall be bound by modifications to this Agreement only upon Service provider's electronically signing any modifications or supplements.
15. DEFEND TRADE SECRETS ACT OF 2016.
Service provider acknowledges receipt of the following notice under 18 U.S.C § 1833(b)(1): An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a Notice) shall be in writing and addressed to the parties at the addresses set forth on the first and last pages of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or e-mail of a PDF document (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). This Agreement, together with any other documents incorporated herein by reference, and related exhibits and schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance. Except as expressly provided otherwise in this Agreement, if any term or provision of this Agreement is determined to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in multiple counterparts, including by facsimile or other electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument. Headings appear solely for convenience of reference. Such headings are not part of this Agreement and shall not be used to construe it. This Agreement may not be amended, by implication or otherwise, by any marketing material contained on Done's website or the Done.com, Inc.Platform. Nothing contained in this provision or this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. Service provider acknowledges that he/she has read and understands this Agreement and also acknowledges that he/she had a reasonable and adequate opportunity to seek and receive independent legal advice, at the Service provider's own expense, prior to signing this Agreement. BY CHECKING THE BOX STATING I AGREE TO THE SERVICE provider AGREEMENT, YOU HEREBY AGREE TO THIS SERVICE provider AGREEMENT. You understand that your electronic signature is as legally binding as a handwritten signature.