Contractor Services Agreement

This contractor services agreement ("Agreement") is made and entered into by and between you (“You”) and Instawork Canada Inc. ("Instawork”), each of which may be referred to in this Agreement as a “Party” or together as the “Parties.” This Agreement is effective the date accepted by You, and by accepting this Agreement, You acknowledge having taken the time and sought any assistance needed to comprehend and consider the consequences of this important business decision. You further acknowledge that You have read, understood, and voluntarily agreed to all of the terms in this Agreement, including the Mutual Arbitration and Dispute Resolution provision found in Section 11(“Mutual Arbitration Provision”).

PLEASE NOTE: THE MUTUAL ARBITRATION PROVISION REQUIRES, WITH LIMITED EXCEPTION, THAT ALL DISPUTES BETWEEN YOU AND THE INSTAWORK ARBITRATING PARTIES (AS DEFINED BELOW) AND ANY RELIEF SOUGHT (INCLUDING, WITHOUT LIMITATION, MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) BE SUBMITTED ON AN INDIVIDUAL BASIS TO BINDING AND FINAL ARBITRATION AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION, OR IN ANY PROCEEDING BEFORE A JURY OR IN A COURT OF LAW.

In consideration of the mutual promises in this Agreement, and for other good and valuable consideration, You and Instawork agree as follows:

  1. Definitions

  1. “Account” means a profile created through the Application and used by a Professional to access the Platform.
  2. “Application” means the mobile software application (iOS and/or Android) through which a Professional accesses the Platform.
  3. “Partner” means a company using the Platform to request service providers to fill one-time and/or recurring local work opportunities.
  4. “Partner Request” means a request for Services posted on the Platform by a Partner.
  1. “Open Partner Request” means a Partner Request that has not been accepted by a Professional.
  2. “Partner Engagement” means a Partner Request that a Professional has accepted and for which the Professional has agreed to perform Services.
  1. “Platform” means the online and mobile platform developed and maintained by Instawork on which Partners connect with Professionals.
  2. “Professional” means a service provider operating an independent business, including You, who uses the Application to access the Platform in order to receive access to Partner Service Requests.
  3. “Services” means the work product and/or services provided by a Professional to a Partner pursuant to a Partner Engagement.

  1. Purpose

  1. This Agreement governs the entire relationship between the Parties and establishes their respective rights and obligations arising out of this relationship, including Your access to the Platform and/or use of the Instawork Application, which facilitates Your provision of Services to Partners in response to Partner Requests.
  2. The Parties intend this Agreement to create the relationship of independently contracting parties and not that of employer and employee, joint venture, partners, or principal and agent; neither Party shall have the right to bind the other in contract (or otherwise) except as specifically provided in this Agreement.
  3. Nothing in this Agreement requires You to accept any Open Partner Request, and nothing in this Agreement shall guarantee You any particular volume of Partner Requests for any particular time period.
  4. This Agreement expressly supersedes prior agreements with You. Instawork reserves the right to amend, modify, and/or supplement from time to time and without notice any other terms in this Agreement, except that You will receive advance notice of material amendments to the Mutual Arbitration Provision.

  1. The Instawork Platform

  1. Instawork is in the business of developing, maintaining, and distributing the software and logistics necessary to provide and support the Application and Platform.
  2. Instawork acts as a referral source enabling Partners and Professionals to connect with each other for Services; it does not provide workers (whether independent contractors or otherwise) to Partners or other third parties.
  3. As a condition to use the Application and access the Platform, You acknowledge and accept Instawork’s Terms of Use (located online at https://www.instawork.com/legal/CA/instawork-terms-of-use), Privacy Policy (located online at https://www.instawork.com/legal/CA/instawork-privacy-policy), and Community Guidelines (each, an “External Policy”) which are expressly incorporated herein by reference. Instawork reserves the right at any time and with or without notice to modify and/or supplement external documents and policies referenced and incorporated into this Agreement (or the location where such documents and policies may be found). Such modifications and/or supplements shall become effective upon posting, and Your continued use of the Application or Platform shall constitute Your consent to any such modification and/or supplement. In the event of a conflict between any term of this Agreement and a term of an External Policy, the terms of this Agreement shall control.

  1. Your Operations

  1. You represent that You operate an independently established business providing the Services contemplated by this Agreement and satisfy all legal requirements, including having any licenses and/or permits necessary to perform any Services under this Agreement. You further agree to inform Instawork immediately in writing if You are no longer operating an independent business to provide Services under this Agreement.
  2. Nothing in this Agreement shall be deemed to restrict Your ability to be engaged in or employed by any other business, trade, profession or other activity while providing Services under this Agreement.
  3. You possess and maintain at Your own expense all training and instruction (collectively, “Training”) and all equipment, tools, training, and vehicles (collectively “Equipment”), including the Training and Equipment with respect to health, safety, inspection, and operational capability necessary to safely and lawfully provide Services under this Agreement, and You acknowledge that You are responsible for any and all costs and expenses You may incur under this Agreement. Except as otherwise required by law, You assume all risk of damage or loss to Your Equipment.
  4. As an independent contractor, You are not entitled to or eligible for any benefits or payments that Instawork, its parents, subsidiaries, affiliates or other related entities (each, an “Affiliate”) may make available to their employees, including without limitation, any disability benefits, workers’ compensation insurance, or payments or entitlements under the Employment Standards Act, 2000 (Ontario), the Employment Standards Code (Manitoba), the Employment Standards Code (Alberta) or the Employment Standards Act (British Columbia). Because You are an independent contractor, You have sole responsibility, to comply with all laws, rules and regulations relating to the provision of Services, including without limitation, requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act. You, and not Instawork nor any Affiliate, shall be responsible for deducting any and all applicable federal and provincial taxes, deductions, premiums, and amounts owing with respect to those amounts paid to You in respect of the Services (including any Contractual Remuneration, as defined below) and remitting such amounts to those governmental authorities as prescribed by law. If, notwithstanding the foregoing, You are reclassified as an employee of Instawork or any Affiliate by any government authority or agency or any court or administrative tribunal, 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 Instawork or its Affiliates, or by any Partner for whom You provided Services under this Agreement, except as may be required by law.
  5. You must create and maintain an active Account to access the Platform and/or any features or functions made available therein. You agree to comply with all applicable laws when using the Application, and You may only use the Application for lawful purposes. You acknowledge and agree that You are solely responsible for all activity that occurs under Your Account.
  6. You are free to select the time(s) You wish to access the Platform, and You are free to accept, reject, or ignore any particular Open Partner Request made available to You on the Platform and/or through the Application.
  7. You authorize Instawork to perform, in accordance with applicable law, any background or reference checks as Instawork or Partners may deem necessary in order for You to provide Services. You may be required to pay or reimburse Instawork for certain background checks, subject to applicable law, in which case Instawork will notify You of the cost in advance and may offset such cost against any Contractual Remuneration (defined below) payable to You in respect of Services.  
  8. You agree to perform any Services contracted pursuant to this Agreement in a timely, safe, and lawful manner. The Parties acknowledge that Instawork has no right to and shall not provide You any training, direction, supervision or control with respect to the manner and means by which You provide Services pursuant to a Partner Request, except for the requirements set forth in this Agreement.
  9. You are not required at any time to wear and/or use any clothing and/or equipment provided by or bearing Instawork’s name or logo. Similarly, You are not required to purchase, lease, or rent any products, equipment, or services from Instawork.
  10. You acknowledge that You are required to use Your business acumen in providing the Services, marketing Yourself, collecting gratuities, engaging Subcontractors (as defined below), obtaining Equipment, using the Platform and/or Application, negotiating rates of pay, accepting, ignoring or rejecting Open Partner Requests, and in other ways, and that based on Your exercise of such business acumen, You may experience a potential range of business outcomes including the chance for profit and risk of losses.

  1. Contact by Instawork & Others

  1. CONSENT TO RECEIVE COMMUNICATIONS: You expressly consent to be contacted by, and to receive and accept communications from Instawork and authorized partners, representatives, and/or affiliates (which may include Partners) via different communication methods, including but not limited to email(s), text message(s) (SMS or otherwise), push notification(s), and/or phone call(s) to contact information, including telephone number(s), You provide to Instawork. By consenting to being contacted, You understand and agree that You may receive communications—including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems—sent by or on behalf of Instawork on various subjects, including but not limited to: (1) operational or transactional communications, such as those concerning Your user account, sign up progress to become a Professional, use of the Platform and/or the Application; (2) communications relating to Partner Requests and/or Services, including incentive offers; (3) promotions, advertising, and/or marketing; (4) news concerning Instawork and industry developments that affect Your relationship with Instawork; and (5) Account verification communications. Message and data rates may apply. By consenting to be contacted, You represent that the telephone number(s) that You have provided to Instawork are Your contact numbers, that You are permitted to receive calls at such telephone number(s), and that You will promptly alert Instawork whenever You stop using or change a particular telephone number.
  2. MARKETING COMMUNICATIONS & OPT-OUT: You agree that Instawork and its parent Garuda Labs Inc. may contact You (including for marketing and promotional purposes from Instawork or our third-party partners where permitted by law) by email, phone, push notifications, text message(s) (SMS or otherwise), or by other comparable means (including artificial or pre-recorded messages and/or automated systems, such as automatic telephone dialing systems) at the email address(es), phone(s), or phone number(s) You provide to Instawork. YOU CAN UNSUBSCRIBE FROM INSTAWORK’S MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. PLEASE BE ADVISED THAT IF YOU OPT OUT OF MARKETING EMAILS, INSTAWORK MAY STILL SEND YOU EMAILS ABOUT YOUR ACCOUNT OR ANY TRANSACTIONS BETWEEN THE PARTIES. FURTHER, IF YOU WISH TO OPT OUT OF MARKETING TEXT MESSAGES (SMS OR OTHERWISE), IN RESPONSE TO SUCH A MESSAGE YOU MAY REPLY “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGE. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF PERFORMING SERVICES USING INSTAWORK.

  1. Services

  1. By creating an Account and accepting an Open Partner Request, You agree to use Your best efforts to provide Services that meet the requirements and specifications of the Partner as articulated in the Open Partner Request or otherwise.
  2. You understand and acknowledge that when You accept an Open Partner Request, the associated Partner Request will no longer be available for performance by other Professionals who received notice of the Open Partner Request.
  3. By accepting an Open Partner Request, You agree to enter into a binding legal agreement to provide the Services for the payment specified in the Open Partner Request. You further agree that You will not accept an Open Partner Request unless certain that: (1) You understand the nature of the Services requested by the Partner; and (2) You can safely perform these Services at the time and in the location requested by the Partner.
  4. You agree that if You fail to timely provide the Services consistent with the Partner’s requirements and specifications (a “Service Failure”), Instawork reserves the right to recover any costs or fees incurred by Instawork related to Your action(s) and/or omission(s).

  1. Payment for Services

  1. Unless otherwise notified in writing by Instawork, You will receive payment in an amount consistent with the rate You accepted for a Partner Engagement for all undisputed time recorded and submitted to Instawork as worked for that Partner Engagement (“Contractual Remuneration”).
  2. You agree to provide Instawork with certain accurate and complete information, including identification and bank account/routing data (collectively “Banking Information”) to facilitate payment(s) to You.
  3. Instawork uses Your Banking Information to process and pay Contractual Remuneration for Partner Engagements completed in the previous calendar week (Monday through Sunday) no less frequently than on a weekly basis. You are responsible for any applicable bank processing fees associated with such remittance, and You understand that You may incur and agree to pay transfer and/or transaction fees, as applicable, for such payments. Instawork reserves the right, at its sole discretion, to change the payment schedules at any time for any reason, and Your continued use of the Platform shall constitute Your consent to any change.
  4. You agree that Instawork may use the third-party payment services provider Hyperwallet to remit payment of Contractual Remuneration to You for Services provided under this Agreement, and You agree that payment services through Hyperwallet are made subject to the Hyperwallet Terms of Service and Hyperwallet Privacy Policy. You authorize Instawork to share Your information with Hyperwallet, including but not limited to Banking Information and other personal identifying information, that is reasonably necessary to effect payments under this Section. Similarly, You authorize Hyperwallet to share with Instawork transaction information related to Your use of Hyperwallet’s services.
  5. Nothing in this Agreement prevents You from negotiating a different rate of pay with a Partner. You are also free to contact Instawork regarding the payment schedule, and are free to accept, reject, or ignore any Partner Request as a means to earn different rates of pay.
  6. Partners and/or other third parties can pay You a gratuity in cash or via other payment method(s). Nothing in this Agreement shall prevent You from retaining 100% of any gratuity. Instawork acknowledges it has no right to interfere with the amount of gratuity given to You.
  7. In the event of a Service Failure, You agree that You may forfeit all or a portion of the payments as described in this Section (depending on the extent to which the Service Failure results from Your act or omission). Any reduction of payment shall be based upon proof provided by the Partner, You, and/or any other party with information relevant to the dispute. Instawork shall make the initial determination as to what percentage of fault You bear, and You shall have the right to challenge Instawork’s determination as described in the Mutual Arbitration Provision (Section 11), below.

  1. Taxes

  1. Instawork may provide You with a Form T4A for the amount paid to You during any calendar year. You agree that Instawork may fulfill tax-related obligations, including providing tax documents by electronic transmission to the email address associated with your Account.
  2. You agree that You have sole responsibility as an independent contractor, to comply with all laws, rules and regulations relating to the provision of Services, including without limitation, requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act.  You shall be responsible for deducting any and all applicable federal and provincial taxes, deductions, premiums, and amounts owing with respect to the Contractual Remuneration received by You. You  further agree to indemnify and hold Instawork, its directors, officers, agents and employees harmless from and against any and all liabilities, claims, demands, suits, losses, fines, surcharges, damages, costs and expenses in respect of  any failure on the part of Instawork to (i) withhold any taxes, premiums, payments, benefit overpayments, levies or other amounts from all or any part of the Contractual Remuneration or other amounts paid to You during the term of this Agreement; or (ii) comply with requirements to make payments under Applicable Legislation.
  3. You shall comply at Your expense with all applicable provisions of workers’ compensation laws, employment laws, tax laws, and all other applicable federal, provincial, and local laws, regulations and codes that govern Your provision of Services under this Agreement.
  4. To the extent You engage any employees, independent contractors, helpers, assistants, or other workers (collectively “Subcontractors”), unless otherwise mandated by law, You assume full and sole responsibility for the hiring, direction, control, management, supervision and payment of such Subcontractors, and for ensuring compliance with all requirements under the Income Tax Act (Canada), the Employment Insurance Act (Canada), and the Canada Pension Plan Act with respect to withholding and remitting any and all applicable taxes, deductions, and premiums from amounts payable to such Subcontractors. You are solely responsible for ensuring that Subcontractors involved in the Services, if any, are bound in writing to the foregoing, and to all of Your obligations under any provision of this Agreement, for the benefit of Instawork and Partners. You shall cause Subcontractors, if any, to perform the Services in accordance with the standards and requirements that apply to You under this Agreement, and You are solely responsible for any failure by the Subcontractors to do so. You are solely responsible for determining the rates of remuneration and any other benefits payable to any such Subcontractors, based on Your business judgement and in accordance with applicable law (including any applicable minimum wage, overtime, and other requirements under any applicable employment standards legislation), and for the payment of such remuneration and benefits.
  5. Instawork will charge Partners for the Services as Your agent. You are responsible for providing Instawork with Your GST/HST and other sales tax registration numbers and signing a billing agent election with Instawork under section 177 of the Excise Tax Act (Canada) and any equivalent elections under other sales tax legislation to allow Instawork to remit any sales tax to the government on Your behalf. If You do not want Instawork to remit sales tax on your behalf, You are responsible for: (a) determining the amount of any applicable sales taxes to be charged on the Services; (b) letting Instawork know exactly what sales taxes, and the amount of such sales taxes, that Instawork should be charging on Your behalf; (c) providing Instawork with evidence of any applicable sales tax registrations You have; and (d) notify Instawork in writing that You do not want Instawork to remit sales tax on Your behalf. If this is done, Instawork shall provide You with any sales tax it collects on Your behalf. You are solely liable for remitting any such sales tax to the applicable governmental authorities and shall indemnify Instawork for any amounts assessed against it (including interest and penalties) for Your failure to remit any such sales taxes. You acknowledge and agree that nothing regarding Instawork’s charging and collecting of sales tax on a Professional’s behalf (if applicable) alters the fact that such Professional provides the Services to Partner(s) on their own behalf as an independently established business and not on behalf of Instawork.

  1. Insurance

  1. You agree that during the Term of this Agreement, You shall maintain, at Your own expense, up-to-date insurance of the types required by law in order to provide the Services in the jurisdiction in which You provide Services under this Agreement, including but not limited to vehicle insurance and workers’ compensation insurance (if required), in amounts equal to or greater than the minimum requirements as required by law in the jurisdiction in which You provide Services under this Agreement.
  2. In the event You (or any Subcontractors) are injured or become ill while providing Services under this Agreement or as a result of providing Services under this Agreement, You acknowledge and understand that You (or any Subcontractors) will not be covered by any workers’ compensation insurance coverage that Instawork may provide to its employees.
  3. In the event Your (or any Subcontractors’) actions or omissions cause an injury or illness to a third-party or damage or destruction to third-party property while providing Services under this Agreement or as a result of providing Services under this Agreement, You acknowledge and understand that You (and any Subcontractors) will not be covered by any general liability or automobile liability insurance that Instawork may have. You further acknowledge and understand that Instawork is not making any commitment to defend, compensate and/or indemnify You in the circumstances described in Sections 9.2 and 9.3, and specifically denies such obligation.

  1. Indemnity

  1. You agree to indemnify, defend, and hold harmless Instawork, its Affiliates, as well as its and their respective past and present successors, assigns, officers, owners, directors, representatives, legal advisors, employees, and agents (collectively “Indemnitees”) from any and all suits, proceedings, claims, demands or actions (“Claims”) arising directly or indirectly from, as a result of, or in connection with: (i) the actions or omissions of You and/or any Subcontractor under this Agreement, including but not limited to personal injury to or death of any person (including You and/or any Subcontractor) or damage or destruction to any property, (ii)  Your and/or any Subcontractor’s failure to comply with any law or the terms of this Agreement, (iii) any and all tax liabilities and responsibilities for payment of all federal, provincial, and/or local taxes, including but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, provincial, and/or local laws, that are owed by You with respect to Your and/or any Subcontractors using the Instawork Platform to provide Services, (iv) all costs associated with Your business, including but not limited to the expense and responsibility for any and all applicable insurance, local, provincial, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards, or municipalities, (v) any assessment, determination, claim or assertion regarding the worker classification of You and/or any Subcontractor, including any assessment, determination, claim or assertion that You or any Subcontractor is an employee of Instawork, any Indemnitee, or any Partner, and (iv) any failure on the part of any Indemnitee to withhold any taxes, premiums, payments, benefit overpayments, levies or other amounts from all or any amounts paid to You in respect of the Services (including any Contractual Remuneration); and against any and all losses, damages, costs, charges, expenses and fees (including without limitation legal fees), liabilities, penalties or fines incurred by or on behalf of any of the Indemnitees as a result of any such Claim or in the investigation, settlement or defence thereof. Instawork reserves the right (but not the obligation) to assume the exclusive defence and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations) and You agree to cooperate with Instawork’s defence of that Claim. If the defence or settlement of a Claim is assumed by You, Instawork may at any time thereafter elect to take over control of the defence and settlement of the Claim. You must not settle any Claim that You are defending on behalf of any Indemnitee without Instawork’s prior written consent.
  2. For the avoidance of doubt, You agree that Your obligations in this Section shall include the cost of defence, including legal fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Instawork or any of the Indemnitees.
  3. You explicitly agree that, unless otherwise prohibited by law, Instawork may satisfy Your indemnity obligation (in whole or in part) by way of deduction from any payment due to You from Instawork.

  1. Mutual Arbitration and Dispute Resolution

  1. Arbitration of Disputes. Instawork and its corporate parents and subsidiaries and all of their directors and officers (together, the “Instawork Arbitrating Parties”) and You mutually agree to this arbitration agreement, pursuant to which You and the Instawork Arbitrating Parties (each, an “Arbitrating Party,” and together, the “Arbitrating Parties”) agree to resolve any and all disputes arising out of or relating to this Agreement or any related agreement (each, a “Dispute”) exclusively through final, binding, arbitration, in accordance with this Mutual Arbitration Provision.
  2. Informal Dispute Resolution. Before commencing arbitration, the Arbitrating Parties must engage in a good-faith effort to resolve any Dispute through an informal telephonic dispute resolution conference. The Arbitrating Party seeking resolution of a Dispute must give notice to the other Arbitrating Party in writing (a “Dispute Notice”), and the informal telephonic dispute resolution conference shall occur within thirty (30) days of the Dispute Notice being delivered, unless all Arbitrating Parties involved in the Dispute agree in writing to extend the time period for such telephonic dispute resolution conference to occur.
  3. CLASS ACTION WAIVER.  The Arbitrating Parties further agree that by entering into this Agreement, they waive the right to have any Dispute brought, heard, administered or resolved as a class action or a group action, or to otherwise participate in a class action (the “Class Action Waiver”). Notwithstanding the foregoing, this subsection shall not apply to the extent that applicable consumer protection legislation expressly preserves such an entitlement in the context of the particular Dispute. For greater certainty, by entering into this Agreement, the Arbitrating Parties are each agreeing not to commence or participate in a class proceeding or other aggregate action in respect of any Dispute. However, this subsection does not prevent You or Instawork from participating in a classwide settlement that would resolve or release the relevant Dispute. Except as provided for in this Mutual Arbitration Provision, the arbitrator may not consolidate an arbitration conducted under this Mutual Arbitration Provision with any other arbitration.
  4. Arbitration Proceedings. If the Arbitrating Parties are unable to resolve a Dispute within thirty (30) days of delivery of the Dispute Notice (or any extended timeframe that is agreed upon in writing by all Arbitrating Parties involved in the Dispute), an Arbitrating Party seeking resolution of a Dispute shall commence arbitration under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules (the “ADR Rules”), a current copy of which are available here. You acknowledge receipt of, and a reasonable opportunity to review, the ADR Rules. The arbitration will be conducted in English. The seat of arbitration will be Toronto, Ontario, and the arbitration will be conducted in accordance with the Ontario Arbitration Act, 1991, S.O. 1991, c. 17, as amended or replaced. The location of the arbitration hearing will be Toronto, Ontario, Winnipeg, Manitoba, Calgary, Alberta or Vancouver, British Columbia, at Your election, or may be held virtually if so agreed by the Arbitrating Parties or ordered by the arbitrator. The Arbitrating Parties acknowledge that they (or any of them) are or may become counterparties to other agreements (and/or arbitration agreements), and, where there is a dispute under any other such agreement concurrent with and/or related to a Dispute hereunder, the Parties hereby consent and agree that such dispute(s) will proceed as a single arbitration (or if applicable, will be consolidated into a single arbitration) with any Dispute covered by this Mutual Arbitration Provision.
  5. Confidentiality. The Dispute and the arbitration proceedings, including all materials submitted or generated in connection therewith and any award resulting therefrom, will be handled in a private and confidential manner and will not be disclosed to any non-party to the arbitration, except: (i) as required by law; (ii) to the extent that disclosure is reasonably necessary for the purposes of obtaining professional advice; or (iii) to the extent disclosure is necessary to enforce an award made by an arbitrator. The Arbitrating Parties agree not to make, or assist others in making, any public comments or statements, including any statements to any news media entity or through social media, concerning the Dispute or the proceedings.  
  6. Agency Investigations. Regardless of any other terms of this Mutual Arbitration Provision, nothing herein prevents the Arbitrating Parties from making a report to or filing a claim, application or charge with an applicable governmental or administrative agency or tribunal, including, without limitation, any applicable provincial ministry of labour, workers’ compensation board, labour board, health and safety regulator, employment standards regulator, or human rights commission or tribunal (collectively, “administrative agencies”) if the terms of applicable legislation entitles such Arbitrating Party to do so and precludes exclusive pre-dispute recourse to arbitration. This Mutual Arbitration Provision also does not prevent administrative agencies from adjudicating such claims, applications or charges and awarding remedies based on such claims applications or charges. For the avoidance of any doubt, administrative agencies do not include provincial, federal or other courts. Neither Arbitrating Party will retaliate against the other Arbitrating Party for filing a claim with an administrative agency or for exercising rights in respect of any matter before any administrative agency.
  7. No Change To Professional Status. You agree and acknowledge that entering into this Mutual Arbitration Provision does not change Your status as an independent contractor in fact and/or in law.
  8. Right To Consult With Legal Counsel: You have the right to consult with private legal counsel of Your choice, at Your own expense, with respect to any aspect of, or any claim that may be subject to this Mutual Arbitration Provision.
  9. Severability. In the event any section, subsection, or portion of this Mutual Arbitration Provision is deemed unenforceable, it shall be severed from the Agreement such that the remainder of this Mutual Arbitration Provision shall be enforceable to the fullest extent permitted by law. In any case in which (1) the Dispute is filed as a class, collective, mass, or representative action, and (2) there is a final judicial determination that all or part of the Class Action Waiver is invalid or unenforceable, the class, collective, mass, or representative action to that extent must be severed and litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is valid and enforceable shall be enforced.

  1. Limitation on Liability

  1. IN NO EVENT WILL INSTAWORK, ITS AFFILIATES (AS DEFINED ABOVE), AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “INSTAWORK” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE INSTAWORK PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE INSTAWORK PLATFORM OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  2. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

  1. Intellectual Property Rights

  1. You acknowledge that all the intellectual property rights in the Instawork Platform, the Services and any metadata or other information generated by or on behalf of Instawork are owned by Instawork or Instawork’s licensors or suppliers (the "Instawork IP"). You shall not obtain, by this Agreement, any right, title or interest in the trademarks of Instawork or Instawork’s licensors, affiliates or suppliers, nor shall this Agreement give You the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Instawork or Instawork’s licensors, affiliates or suppliers. You agree not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Instawork IP, or (b) rent, lease, loan, or sell access to the Instawork IP.
  2. You hereby grants to Instawork a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Instawork IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by You related to the Instawork IP.

  1. Proprietary Information & Confidentiality

  1. You agree that all business, technical and financial information (including, without limitation, the identity of and information relating to Partners or employees) developed, learned or obtained by or on behalf of You during the period that you provide the Services that relate to Instawork or Partners, or to the business or demonstrably anticipated business of Instawork or Partners, or in connection with the Services or that are received by or for Instawork or any Partner in confidence, constitute “Proprietary Information.” Proprietary information also includes information received in confidence by Instawork from its Partners, suppliers, or other third parties, but shall not include any information to the extent You can document: (a) is or becomes part of the public domain through no action or omission by You; or (b) was possessed by You without an obligation of confidentiality prior to its disclosure under this Agreement.
  2. You agree that You shall hold in confidence and not disclose or, except in performing the Services, use, or permit to be used, any Proprietary Information. Upon termination or as otherwise requested by Instawork, You will promptly provide to Instawork all items and copies containing or embodying Proprietary Information, except that You may keep Your personal copies of Your compensation records and this Agreement.
  3. You further agree that You have not brought and will not bring to Instawork or Partners, or use in the performance of the Services, any other party’s Proprietary Information or materials or documents of another party considered confidential unless You have first obtained written authorization from such party for the possession and use of such materials and have received Instawork’s prior written consent to use such materials.
  4. If You become legally compelled to disclose any Proprietary Information, other than pursuant to a confidentiality agreement, You will provide Instawork prompt written notice of such disclosure and will cooperate with Instawork should Instawork seek a protective order or another appropriate remedy. If Instawork waives Your compliance with this obligation or fails to obtain a protective order or other appropriate remedy, You will furnish only that portion of the Proprietary Information that is legally required to be disclosed; provided that any Proprietary Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.
  5. You also recognize and agree that You have no expectation of privacy with respect to Instawork’s telecommunications, networking, or information processing systems (including, without limitation, stored computer files, email messages and voice messages), and that Your activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
  6. As additional protection for Proprietary Information, You agree that during the period over which You provide Services under this Agreement, You will not encourage or solicit any employee or contractor of Instawork to leave Instawork for any reason.

  1. Warranties and Other Obligations

  1. You represent, warrant, and covenant that, for so long as You are performing any Services under this Agreement:
  1. You will perform and/or cause to be performed all Services under this Agreement in a professional and workmanlike manner;
  2. You (and any Subcontractors) performing the Services have the Training and Equipment needed to safely provide the Services in which You/such Subtractors are engaged;
  3. None of such Services nor any part of this Agreement is or will be inconsistent with any obligation You may have to others;
  4. All work under this Agreement shall be Your original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, You);
  5. You have the full right to provide Instawork with the assignments and rights provided for herein (and have written enforceable agreements with all persons necessary to give You the rights to do the foregoing and otherwise fully perform this Agreement);
  6. You (and any Subcontractors) have the right to work in Canada and in the province in which You/such Subcontractors perform Services;
  7. You (and any Subcontractors) shall comply with all applicable laws, Instawork safety rules, and the safety rules of Partners in the course of performing the Services; and
  8. If Your work on any Partner Engagement requires any licenses, permits, approvals, registrations, or authorizations, You have obtained any such licenses, permits, approvals, registrations, or authorizations for You (and any Subcontractors) and they remain in full force and effect.
  1. You represent, warrant, and covenant that there exist no actual or potential conflicts of interest concerning the Services to be performed under this Agreement, and that You will advise Instawork at such time as any activity of either Instawork or another business presents You with a conflict of interest or the appearance of a conflict of interest. You agree that in any such circumstance, You will take whatever action is requested by Instawork or Partners to resolve any conflict or appearance of conflict which it finds to exist.
  2. You further represent and warrant that You have full power and authority to enter into this Agreement and perform Your obligations hereunder.
  3. You will notify Instawork immediately (prior notice if possible) if for any reason You (or any Subcontractor) no longer satisfies any representation or warranty described in this Section, and You will immediately cease performing any Services.

  1. Term and Termination

  1. This Agreement shall remain in full force and effect for a term of one (1) year (the “Term”) from the date it is accepted by You. At the end of each Term, this Agreement shall automatically renew for an additional Term of one (1) year, unless written notice of non-renewal is delivered by the non-renewing Party to the other Party not later than thirty (30) days prior to the expiry of the then current Term. This Agreement may not be terminated before the end of the then current Term without penalty except as follows:
  1. On a date which the Parties have mutually agreed in writing (electronic communication sufficient);
  2. By either Party upon thirty (30) days written notice (electronic communication sufficient); or
  3. If one Party has materially breached this Agreement, immediately upon written notice by the non-breaching Party to the breaching Party (electronic communication sufficient), with such notice specifying the breaching conduct;
  1. The following acts and/or occurrences shall, without limitation, constitute a material breach of this Agreement:
  1. Failure by Instawork to remit Contractual Remuneration to You within thirty (30) days of completing a Partner Engagement for which such payment is owed;
  2. Any act by a Party that causes the other Party to violate its obligations under any applicable federal, provincial, or local law;
  3. Failure by You to maintain current insurance coverage in the amounts and types specified in this Agreement or as required by law;
  4. Failure by You to pass any legally authorized background check and/or drug testing;
  5. Failure to complete any identity verification associated with your Account;
  6. Failure by You to maintain all licenses (including business licenses), permits, authorizations, approvals registrations, and/or other prerequisites to provide any Services under this Agreement and/or as required by law;
  7. Conduct by You or Your Subcontractors, documented by a Partner, employee of Instawork, or any other third-party, that a reasonable person as determined by Instawork determines in such person’s sole discretion would violate our Community Guidelines, including without limitation conduct that is discriminatory, physically threatening, highly offensive, or harassing;
  8. Failure by You to reasonably cooperate with Instawork in the investigation of or response to any claim (insurance, civil, or otherwise) arising out of or related to You and/or Your Subcontractor’s alleged or actual acts or omissions while using the Platform;
  9. Documented abuse or manipulation of promotions or referral programs offered by Instawork;
  10. Using or attempting to use more than one Account or an Account that was not created by You;
  11. Repeated Service Failures by You, without waiver of the obligation as communicated by Instawork;
  12. Failure by You to provide Your Services under this Agreement in a manner consistent with Instawork’s effective operation of the Instawork Platform.
  1. Upon termination of this Agreement, Instawork shall pay You all unpaid Contractual Remuneration due for Services completed prior to notice of such termination, and shall retain the full amount of any fee paid to Instawork by any Partner in connection with Your Partner Engagements. The portions of this Agreement intended to survive termination, including without limitation the Parties’ obligations regarding indemnity, mutual arbitration & dispute resolution, limitation on liability, assignment of invention, and proprietary information & confidentiality shall survive any termination or expiration.

  1. Miscellaneous

  1. Assignment. This Agreement and the Services contemplated hereunder are personal to You, and You shall not have the right or ability to assign, transfer or subcontract any rights or obligations under this Agreement without the written consent of Instawork. Any attempt to do so shall be void. Instawork may fully assign and transfer this Agreement in whole or part.
  2. Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered mail to the address of the Party to be noticed as set forth herein or to such other address as such Party last provided to the other by written notice.
  3. Injunctive Relief. Any breach of Sections 13 (Intellectual Property Rights), 14 (Proprietary Information & Confidentiality), and/or 15 (Warranties and Other Obligations) will cause irreparable harm to Partner for which damages would not be an adequate remedy, and therefore, Partner will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both Parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
  4. Governing Law. This Agreement will be governed by the laws of the province of Ontario, and the federal laws of Canada applicable therein, without regard to the conflicts of law provisions of any jurisdiction.  Nothing in this Section, however, shall be construed to create new or additional substantive rights or obligations for the Parties, which otherwise would not be available or applicable to them in their respective place of residence, business or incorporation.
  5. Headings. Paragraph titles and headings are provided for reference only and do not affect the substantive provisions of this Agreement.
  6. Entire Agreement. This Agreement and the documents incorporated herein constitute the entire agreement between the Parties and supersede all previous agreements or representations, written or oral, with respect to the subject matter hereof. You represent and warrant that You are not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.