1.0. Term.

1.1. The Term refers to the specific period of time required to complete the operation (the “Op”) after the award of the bid.  The agreement starts immediately when Veryable personnel arrives on site during the Effective Date, and remains in full force and effect until the Veryable operator (“Operator”) has completed the Services and the Services have been confirmed and verified by a representative of the business (the “Company“) and payment has been transferred to Veryable Inc. (the “Contractor”).

2.0. Services.

2.1. During the Term, the Company shall engage Operator to provide only the services described in the posted bid for the Op.

2.2. The Company shall provide a good faith estimate of the duration of time to complete the Op. The Company certifies that the time estimates are reasonable and verified by historical or time studied data.

2.3. The Company shall provide the necessary tools, equipment, work instructions, and managerial oversight for Operator to perform the Services.

2.4. The Company shall not be responsible for any payment beyond the agreed terms contained in the posted Op and the Contractor surcharge.

2.5. The Company shall not be responsible for federal, state, and local taxes derived from the Contractor’s net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers’ compensation, disability benefits, or other legal requirements applicable to the Operator or Contractor.

3.0. Independent Contractor Status.

3.1. The Parties intend that the Contractor and any Operator be engaged as independent contractors of Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

3.2. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

3.3. The Contractor will not be entitled to worker’s compensation, retirement, insurance or other benefits afforded to employees of the Company.

4.0. Payments.

4.1. Payment processing services for Operator and Company on Contractor platform are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms of service or continuing to operate as Operator or Company on Contractor platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.  As a condition of Contractor enabling payment processing services through Stripe, you agree to provide Contractor accurate and complete information about you and/or your business, and you authorize Contractor to share it and transaction information related to your use of the payment processing services provided by Stripe.

5.0. Ownership.

5.1. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a “work made for hire,” within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as a work made for hire, and/or as otherwise necessary to ensure the Company’s complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and assign to the Company all rights, titles and interests throughout the world in and to any and all Work Product.

6.0. Representations.

6.1. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.

6.2. The Company represents that all Services shall not infringe upon the personal safety of Operator, constitute any immoral activity, or illegal act as defined by the Federal and State jurisdictions.

6.3. The Operator represents that any personal qualifications, experience, and skills listed in his or her Operator Profile are accurate.

6.4. The Contractor represents that every Operator has been verified to have legal work authorization in the applicable jurisdiction, have passed a background check, and are covered by liability insurance and work compensation through Contractor.

7.0. Indemnification.

7.1. The Contractor and all affiliated Operators shall indemnify and hold harmless the Company, its affiliates, and its respective officers, directors, agents and employees from any and all claims, demands, losses, causes of action, damage, lawsuits, judgments, including attorneys’ fees and costs, arising out of, or relating to, the Contractor’s services under this Agreement.

7.2. The Company shall indemnify and hold harmless the Contractor for any additional and unexpected costs resulting from the Services.  These costs may include, but not limited to, rework, scrap, or warranty related to any quality issues.  Upon completion of the Op, the Company has the ability to refuse to sign off on completion if the work product is not compliant with the Company’s quality program.

8.0. Confidential Information.

8.1. Each Party (on its behalf and on behalf of its subcontractors, employees or representatives, or agents of any kind) agrees to hold and treat all confidential information of the other Party, including, but not limited to, trade secrets, sales figures, employee and customer information and any other information that the receiving Party reasonably should know is confidential (“Confidential Information”) as confidential and protect the Confidential Information with the same degree of care as each Party uses to protect its own Confidential Information of like nature.

8.2. Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publicly available sources generally known by the public (other than as a result of a disclosure by the receiving Party or its representatives); (ii) is available to the receiving Party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving Party without violating its obligations under this Agreement or under any federal or state law.

9.0. Liability.

9.1. EXCEPT WITH RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, INCLUDING BODILY INJURY, DEATH, LOSS OF REVENUE, OR PROFITS OR OTHER BENEFITS, AND CLAIMS BY ANY THIRD PARTY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS.

10.0. Disclaimer of Warranty.

10.1. THE WARRANTIES CONTAINED HEREIN ARE THE ONLY WARRANTIES MADE BY THE PARTIES HEREUNDER. EACH PARTY MAKES NO OTHER WARRANTY, WHETHER EXPRESS OR IMPLIED, AND EXPRESSLY EXCLUDES AND DISCLAIMS ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY DOES NOT PROVIDE ANY WARRANTY THAT OPERATION OF ANY SERVICES HEREUNDER WILL BE UNINTERRUPTED OR ERROR-FREE.