CUSTOMER AGREEMENT FOR RUNAMPLIFY SERVICE
(Updated: 09/25/2018)
RunAmplify Inc. (“RunAmplify”) provides a service (the “Service”) that allows its customers to connect with RunAmplify’s network of geographically distributed contractors (“RunAmplifyers”) to obtain service providers for various short term engagements. Please read this Customer Agreement (“Agreement”) in its entirety if you wish to become a customer.
ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT
This Agreement sets out the terms of the relationship between RunAmplify and you. By signing this Agreement and/or by using the the RunAmplify Service, you represent that (1) you have read, understand, and agree to be bound by this agreement, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Customer. The terms “you” and “Customer” refer to you or the legal entity which you work for or represent. This agreement includes RunAmplify’s Privacy Policy.
You agree and understand that certain features of the Service (defined below) may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. RunAmplify reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement for updates and modifications to its terms. Continued use of the Application and/or the RunAmplify Mobile Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, RunAmplify does not and will not assume any obligation to notify RunAmplifyers of any changes to this Agreement, or the creation or modification of any additional terms.
1. DEFINITIONS
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 “Deliverables” means the deliverables specified in a RunAmplify Request for delivery by a RunAmplifyer to you.
1.2 “RunAmplify Request” means a notice provided by RunAmplify to one or more RunAmplifyers, which includes a description of the services to be provided by the RunAmplifyers and the associated Deliverables, the date by which the RunAmplify Request must be completed and the fee for the RunAmplifyer who performs the RunAmplify Request (the “Payment”). The Payment will be subject to an additional charge to compensate RunAmplify for creating, hosting, administering and providing the Application (the “Service Fee”).
1.3 “RunAmplify Mobile Application” or the “Application” means the software used by RunAmplify in connection with the Service.
1.4 “Service Request” means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage RunAmplifyers. Once the Customer and RunAmplifyer have agreed upon the terms of a Service Request pursuant to Section 2, the Service Request will become a “Service Engagement”.
2. SERVICE REQUEST
Customer may from time to time submit a Service Request to RunAmplify via Email. We reserve the right to reject any Service Request that is not appropriate, that violates the terms of service or use or that we believe in good faith to be inconsistent with the business interests of RunAmplify or the integrity of the Application.
3. FEES AND PAYMENT
3.1 Fees. RunAmplify charges fees and collects payment for each Service Engagement. You agree to provide RunAmplify with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, RunAmplify reserves the right to terminate your access to the Service, and any outstanding Service Engagement, in addition to pursuing any available legal remedies. Generally, you will be billed each day for services provided that day. Special payment arrangements may be made when appropriate.
3.2 Taxes. RunAmplify’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If RunAmplify has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer.
3.3 Direct Hire Fee. In the event Customer or any Customer director, officer, or employee (collectively, “Customer Personnel”) desires to Hire or otherwise directly engage a RunAmplifyer outside of the RunAmplify Service in the twelve (12) months following Customer’s or any Customer Personnel’s last contact with RunAmplifyer through the RunAmplify Mobile Application, Customer will notify RunAmplify and subsequently Customer will be billed and Customer agrees to pay six hundred dollars ($600) for such direct Hire or other engagement of the RunAmplifyer. In the event Customer does not notify RunAmplify of direct Hire within 30 days of engaging the RunAmplifyer, Customer will be billed and Customer agrees to pay one thousand two hundred dollars ($1,200) for such direct Hire. Such Direct Hire Fee shall be charged regardless of whether: (a) RunAmplifyer contacts Customer or applies to Customer independently or otherwise through a public job posting or other job board; (b) different Customer Personnel are involved in the direct Hire of the RunAmplifyer and previous engagement of the RunAmplifyer through the RunAmplify Mobile Application; or (c) Customer notifies RunAmplify of such direct Hire or engagement of the RunAmplifyer. Any hire or engagement of the RunAmplifyer by Customer set forth above shall be defined as a “Hire” and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where RunAmplifyer receives any compensation from Customer. In addition, “Hire” also shall include any situation where Customer who had contact with RunAmplifyer through the RunAmplify Application provides any information regarding RunAmplifyer to a third party and that third party hires RunAmplifyer within the twelve (12) month period, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where RunAmplifyer receives any compensation, directly or indirectly, from Customer and/or the third party.
3.4 Late Cancellation Fee. In the event that Customer cancels a project or a Service Engagement less than 48 hours before the performance of the service is to begin, the Customer will be required to pay half of the cost of the Service Engagement. The cost includes both the payment to the RunAmplifyer and the fee paid to RunAmplify.
3.5 Late Payment Charges. Any invoice which remains unpaid after the due date shall bear interest at the rate of 1.5% per month. If the amount of any late payment charge exceeds the maximum permitted by law, the charge will be reduced to that maximum amount.
4. IP OWNERSHIP
4.1 RunAmplify IP. Customer acknowledges that all the intellectual property rights in the Service, the RunAmplify Mobile Application, and any metadata or other information generated or submitted to RunAmplify by a RunAmplifyer in the course of performing a RunAmplify Request are owned by RunAmplify or RunAmplify’s licensors or suppliers (the “RunAmplify IP”). Customer shall not obtain, by this Agreement, any right, title or interest in the trademarks of RunAmplify or RunAmplify’s licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of RunAmplify or RunAmplify’s licensors, affiliates or suppliers. Customer agrees not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the RunAmplify IP, or (b) rent, lease, loan, or sell access to the RunAmplify IP.
4.2 Suggestions. Customer hereby grants to RunAmplify a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the RunAmplify IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the RunAmplify IP.
5. CONFIDENTIALITY
5.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.
5.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
5.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
5.4 Information Included in Service Engagements. Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Engagements will be sent to RunAmplifyers who will need this information to respond to requests to perform one or more RunAmplify Requests. By submitting a Service Request, Customer is requesting, and expressly consents to have details of the Service Engagement sent to RunAmplifyers that provide like or similar services to those sought through the RunAmplify Requests. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of its knowledge.
6. DISCLAIMERS
THE SERVICE AND THE DELIVERABLES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” RUNAMPLIFY EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. RUNAMPLIFY MAKES NO WARRANTY THAT (A) THE SERVICE OR DELIVERABLES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR DELIVERABLES WILL BE ACCURATE OR RELIABLE. RUNAMPLIFY DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH RUNAMPLIFY REQUEST AND A RUNAMPLIFYER OR THAT THERE ARE RUNAMPLIFYERS IN EACH GEOGRAPHIC AREA REQUESTED BY CUSTOMER WHO ARE WILLING TO FULFILL THE RUNAMPLIFY REQUEST AT THE TIME AND PLACE REQUESTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT RUNAMPLIFY HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY RUNAMPLIFY AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN RUNAMPLIFY AND THE RUNAMPLIFYERS. RUNAMPLIFY DOES NOT GUARANTEE OR WARRANT THE RUNAMPLIFYERS’ PERFORMANCE OF THE RUNAMPLIFY REQUESTS OR THE OUTCOME OR QUALITY OF THE DELIVERABLES PROVIDED.
7. LIMITATION OF LIABILITY; INDEMNITY
IN NO EVENT SHALL RUNAMPLIFY BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM CUSTOMER’S USE OF THE RUNAMPLIFY SERVICE, IP OR THE DELIVERABLES, EVEN IF RUNAMPLIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, RUNAMPLIFY’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE RUNAMPLIF SERVICE, IP OR THE DELIVERABLES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES CUSTOMER PAID TO RUNAMPLIFY IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT.
Customer warrants and represents that it has properly classified all RunAmplifyers that are used to provide services through the RunAmplify App. Customer further agrees to indemnify, defend, and hold harmless RunAmplify and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to: (1) a breach by you of any representation, warranty, covenant, or obligation in this Agreement; (2) any negligent or intentional act or omission committed by you, in connection with the performance of this Agreement, which act or omission gives rise to any claim for damages against you, RunAmplify and/or its parents, affiliates, employees or agents; or (3) your violation of applicable law. RunAmplify specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any RunAmplify engagement.
8. RELATIONSHIPS BETWEEN RUNAMPLIFY, RUNAMPLIFYERS AND THE
CUSTOMERS
8.1 RunAmplify provides a platform through which Customers and RunAmplifyers can buy and sell Services online. Under this Agreement (and RunAmplify’s service agreement with RunAmplifyers), RunAmplify provides services to both Customers and RunAmplifyers, including the provision of a technology platform, aimed at facilitating the formation of contracts between Customers and RunAmplifyers and informally managing disputes related to those contracts. Through the Application, Customers can post Service Requests and invite Wonolers to accept. If a Customer and RunAmplifyer agree on terms, including how a RunAmplifyer will be classified, a Contract is formed directly between such Customer and RunAmplifyer.
8.2 The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.
8.3 Worker classification.Customer assumes all liability for proper classification of RunAmplifyers as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Customer and RunAmplifyer. RunAmplifyer does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Customer. RunAmplifyer acknowledges that RunAmplify does not, in any way, supervise, direct, or control RunAmplifyer’s work or Services performed in any manner. RunAmplify does not set RunAmplifyer’s work hours and location of work, nor is RunAmplify involved in determining the type or manner compensation to be paid for any Service Request. RunAmplify will not provide RunAmplifyer with training or any equipment, labor or materials needed for a particular Request. RunAmplify will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Customer and RunAmplifyer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to RunAmplifyer’s performance of Service Requests. For Contracts classified as independent contractor relationships, Customer may not require an exclusive relationship between Customer and RunAmplifyer. A RunAmplifyer classified as independent contractor is free at all times to perform Requests, be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer. For Contracts classified as employer-employee relationships, Customer will manage the RunAmplify Request through RunAmplify’s payrolling program, where the RunAmplifyer becomes an hourly employee of RunAmplify’s staffing affiliate and RunAmplifyer and Customer enter into appropriate additional agreements. Customer and RunAmplifyer agree to indemnify, hold harmless and defend RunAmplify from any and all claims arising out of or related to their Service Request, including but not limited to claims that RunAmplifyer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that RunAmplifyer was misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that RunAmplify was an employer or joint employer of RunAmplifyer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits. Customer warrants it will comply with all applicable wage and hour laws, including obligations under FLSA, or other federal, state, and local wage and hour laws.
9. TERMINATION
9.1 Termination Without Cause. Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, however, cancellation of this Agreement shall not relieve any party of their obligations relative to any Service Engagements that has been entered into but not completed at the time of the cancellation.
9.2 Surviving Provisions. Sections 3 (“Fees and Payment”), 5 (“IP Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9.2 (“Surviving Provisions”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement.
10. MISCELLANEOUS
10.1 Law. This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of California regardless of your country of origin or where you access RunAmplify, and notwithstanding any conflicts of law principles.
10.2 Arbitration. You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE APPLICATION AND/OR THE SERVICES PROVIDED (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party’s patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Application and/or the Service (including your visit to or use of the Application and/or the Service) be instituted more than three (3) years after the cause of action arose.
Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform RunAmplify (hello@RunAmplify.com) of your complaint and seek resolution. This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that RunAmplify may evaluate the dispute and attempt to informally resolve same. RunAmplify will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.
10.3 Arbitration Procedures. In the unlikely event that you and RunAmplify end up in a legal dispute and have not been able to resolve it within 60 days of your original informal claim, you and RunAmplify agree to the following:
All Claims (excluding claims for injunctive or other equitable relief) must be resolved through binding arbitration before an AAA arbitrator located in California under the commercial dispute resolution rules then in effect for AAA, except as provided herein. Any disputes as to the applicable rules and procedures shall be resolved by the AAA arbitrator.
The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by certified mail to RunAmplify at 100 Liberty St, Tustin CA 92782. If RunAmplify initiates a claim, RunAmplify will serve a demand for arbitration upon you by email to the email address on file with RunAmplify, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought.
10.4 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
10.5 No Assignment. This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without RunAmplify’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. RunAmplify may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.
10.6 Notices. RunAmplify may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with RunAmplify, or by written communication sent by first class mail or pre-paid post to your address on record with RunAmplify. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email).
10.7 Waiver. All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
10.8 Entire Agreement. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.
10.9 Modifications to Application. RunAmplify reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that RunAmplify shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service.
11. CONTACTING RUNAMPLIFY
If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at hello@RunAmplify.com.
Appendix
PAYROLL SERVICES AGREEMENT
This Payroll Services Agreement (“Services Agreement”) is a binding legal agreement between and among Customer, RunAmplifyer,
This Services Agreement includes and incorporates by this reference the service and terms of use agreements by and between RunAmplify and Customer and RunAmplifyer, respectively (collectively the “Terms of Service”) relating to the Application. You are responsible for regularly reviewing this Agreement on the Application for updates and modifications to its terms. Continued use of the Application after any such changes are made shall constitute your consent to such changes. Other than making the changes available on the Application, RunAmplify does not and will not assume any obligation to notify you of any changes to this Agreement, or the creation or modification of any additional terms. Unless otherwise provided in such revision, the Services Agreement or Terms of Service, or any revised part of them, will take effect when and as posted on the Application.
EMPLOYMENT RELATIONSHIP AND EMPLOYER OF RECORD
Upon accepting a RunAmplify Request or an Open Request that is classified as Payroll with Customer through the Application (each a “Payrolled RunAmplify Engagement”), RunAmplifyer agrees and understands that they will choose the payroll service company (the “Payroll Company”) to be the employer of record, meaning the RunAmplifyer will be an employee of Payroll Company (a “Payroll Employee”) solely for Payrolled RunAmplify Engagements. All other RunAmplify Engagements will be on an independent contractor basis, as outlined in the Terms of Use. Wonolo will instruct Payroll Company to assign RunAmplifyer to work for Customer, and Customer is responsible for supervising RunAmplifyer, who is for purposes of that assignment the Payroll Employee.
Except as otherwise stated in this Services Agreement, Payroll Company is responsible for managing payroll, taxes, government documents, benefits (if applicable) and insurance for Payroll Employee. Customer is responsible for the supervision, direction and control of the day-to-day activities of each Payroll Employee. Payroll Employee is responsible for performing the agreed-upon work for Customer.
HIRING REPRESENTATIONS, DISCLAIMERS AND LIMITATIONS
Customer acknowledges and agrees that Customer has selected a RunAmplifyer to become a Payroll Employee based upon Customer’s determination that the RunAmplifyer accepted a RunAmplify Request or an Open Request. Neither Wonolo nor the Payroll Company makes any representations or warranties as to the skills, experience, background or education of any RunAmplifyer.
RunAmplifyer acknowledges that RunAmplifyer has agreed to become a Payroll Employee servicing Customer based on RunAmplifyer’s own determination that Customer offers work acceptable and appropriate for RunAmplifyer on terms that are acceptable to RunAmplifyer. RunAmplifyer agrees to complete such documents as Wonolo and/or Payroll Company may legally and reasonably require to complete the employer/employee relationship, including without limitation applicable tax forms and the I-9 requirements of the Immigration and Reform and Control Act of 1986 (collectively, the “Employment Paperwork”). RunAmplifyer understands and agrees that RunAmplifyer will not become an employee of Payroll Company or be entitled to work for Customer or receive payment from Payroll Company until all Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has accepted RunAmplifyer as an employee.
Customer will continue to issue Open or RunAmplify Requests and pay for RunAmplifyer through the Application. Wonolo assumes no responsibility for and shall exert no control over the projects and work assigned to RunAmplifyer, nor has Wonolo had any role in Customer’s decision to engage RunAmplifyer via Payroll Services. Wonolo shall not direct the work of or supervise (to any degree, directly or indirectly) RunAmplifyer, nor shall Wonolo determine any terms and conditions of RunAmplifyer’s employment relationship with Payroll Company or Customer (including but not limited to rate of pay, performance evaluation, discipline and/or termination). Wonolo merely provides the platform for Customer to request RunAmplifyer to accept certain work assignments, and separately facilitates the relationship between Customer and the Payroll Company that will handle the administration of payroll and other legal obligations of Customer with regard to RunAmplifyer. These facts, alone or in combination, do not make Wonolo an employer of RunAmplifyer or a co-employer/joint employer with Customer and/or the Payroll Company. RunAmplifyer acknowledges and agrees that he/she is not and will not be an employee, consultant, or independent contractor of Wonolo, and that he/she will not be providing any services to Wonolo (directly or indirectly) while employed by Payroll Company.
RunAmplifyer shall be solely responsible for the professional performance of RunAmplifyer’s work. RunAmplifyer shall be solely liable for its acts, omissions and negligence as a Payroll Employee.
PAYROLL SERVICES
The following are the services provided by the Payroll Company for Payroll Employees assigned to Customer: (i) calculation and payment of wages (including overtime wages) based upon submitted timesheets; (ii) collection, payment and reporting of all federal, state and local taxes on such wages; (iii) administration and management of unemployment claims; (iv) administration and collection of wages associated with wage garnishments; (v) workers’ compensation coverage. In addition, the Payroll Company shall provide and bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such personnel may be entitled based on eligibility and applicable law.
CONTROL OF WORKPLACE
Customer and RunAmplifyer acknowledge and agree that the neither Wonolo nor the Payroll Company will control the working conditions or the workplace in which a Payroll Employee will perform services for a Customer.
PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT
At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee. The Customer shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property.
Customer acknowledges and agrees that Payroll Employees are not employees or consultants of Wonolo and that Wonolo maintains no control over any RunAmplify Engagement, supervision of RunAmplifyers, payroll practices or other terms and conditions of the working relationship described herein. Customer further acknowledges and agrees that Payroll Employees are employees of the Payroll Company for purposes of payroll processing and, in some cases, the provision of certain statutorily required employee benefits, but that the Payroll Company maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement.
COMPLIANCE WITH LAWS, RULES AND REGULATIONS
At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee. The Customer shall be responsible for compliance with any and all workplace laws, rules, regulations (including implementation and enforcement of any policies and procedures required by law) and for implementation and enforcement of any policies and/or procedures that may be necessary to prevent the misappropriation, theft or embezzlement of the Customer’s property, including without limitation intellectual property.
RunAmplifyer agrees and understands that RunAmplifyer shall not work over 8 hours in a day or 29 hours in a week without express written approval by Customer, Wonolo, and Payroll Company.
Notwithstanding the fact that the Payroll Company reserves the right to make determinations regarding the overtime exemption status of each Payroll Employee, Customer is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Payroll Employees, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Payroll Employee.
EQUAL EMPLOYMENT OPPORTUNITY, WORKPLACE LAWS
Payroll Company selected by Wonolo to provide Payroll Services is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, independent contractor or Payroll Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law. Customer and Payroll Employee shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment.
Policy Against Sexual Harassment And Other Illegal Harassment
Payroll Company, Customer and Wonolo prohibit sexual and other illegal workplace harassment. Customer shall train its Payroll Employees about their rights and responsibilities pursuant to applicable law pertaining to non-harassment or other illegal workplace harassment. Customer will be informed if any special training requirements legally pertain to a Payroll Employee by virtue of that person being employed by Payroll Company. Payroll Company and Customer will provide all Payroll Employees with written information detailing their rights and responsibilities under Customer’s and Payroll Company’s policies against sexual harassment and other illegal workplace harassment. Customer shall inform Payroll Company immediately of any complaint or allegation of of illegal harassment by or against a Payroll Employee and shall undertake and complete a prompt and thorough investigation of any such complaint. Upon notification, Payroll Company may assist Customer with the investigation of sexual harassment complaints made by or against Payroll Employees, but the costs associated with such investigation shall be borne by Customer.
If RunAmplifyer believes that he/she has not been provided equal opportunity in any manner, or if RunAmplifyer becomes aware of discrimination or harassment, RunAmplifyer should immediately report that conduct to Wonolo at hello@runamplify.com
REQUIRED NOTIFICATIONS
The Customer will send all written notices and payroll communications to Wonolo in accordance with the requirements of the Terms of Service.
RunAmplifyer must inform Customer of any work-related injury in connection with services performed for Customer. Customer will provide Wonolo with written notice within three (3) days of its own receipt of any notice of a work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens and other forms of legal process affecting the payment of wages to a Payroll Employee.
DISCLAIMERS
Notwithstanding anything to the contrary, Customer and RunAmplifyer acknowledge and agree that:
- Wonolo, via the Application, is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform of the Payroll Company or any other action or inaction of the Payroll Company or any Customer or any RunAmplifyer; and
- Payroll Company shall not be responsible for any breach or failure to perform of Wonolo or any Customer or any other action or inaction of Wonolo or any Customer or any RunAmplifyer.
CHANGE OF PAYROLL COMPANY
Wonolo may designate a new third party payroll company (“New Company”), at any time in Wonolo’s sole discretion, to perform Wonolo Payroll Services. Upon such designation, or at any other time as directed by Wonolo, Customer shall: (i) cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of the Wonolo Payroll Services; or if directed by Wonolo (ii) immediately assume all federal, state and local obligations of an employer to the Payroll Employees and immediately assume full responsibility for providing payroll services and workers’ compensation coverage until such time as a New Company takes over such duties from The Payroll Company. If directed by Wonolo, Customer shall inform Payroll Employees that they are no longer covered by the Payroll Company for Wonolo Payroll Services, workers’ compensation and/or health care policies.
GENERAL PROVISIONS
Governing Law and Venue. The Services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer and RunAmplifyer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for California, or the county in which Customer’s principal place of business is located solely in the event of any lawsuit filed there against RunAmplifyer by Customer or by Wonolo arising from or related to Wonolo Payroll Services and/or this Services Agreement.
Severability. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
No Assignment. The Services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of RunAmplifyer, assign any rights and obligations under the Payroll.
Waiver. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Services Agreement with the intention of becoming legally bound, by using Wonolo Payroll Services provided by the Application.
CUSTOMER SUMMARY & MISCELLANEOUS SERVICES AGREEMENT
RunAmplify, Inc. provides an online marketplace (the “RunAmplify Platform”or “Platform”) using web-based technology that connects independent contractors and/or other businesses (collectively “Merchants” or “Contractors”), and customers using the RunAmplify website and/or email
(“Customers”). RunAmplify is not a flyer distributor, mail carrier entity, food delivery service, or merchandise delivery service.
Definition: Buyer, is also known as the client.
GPS Tracking. Tracking pings are only estimates. GPS points are accurate within a 1000–meter radius. In rare instances, due to satellite or T-Sheet app errors, there may no map reports available. RunAmplify will take attempt to accommodate in other methods such as photo evidence of door hanger placements. GPS maps are not guaranteed.
Refunds. Once a campaign has initiated, refunds cannot be produced. However, if the campaign has not initiated, RunAmplify will return the payment minus the set up cost of 30%.
In any event, if RunAmplify fails to complete the project within the invoice stated deadline or client requested deadline, RunAmplify will refund the an amount based on the remaining flyers.
City Ordinances. The buyer is responsible to check with local ordinances on the methodology for flyer distribution.
Distribution Area for Door Hanging and Flyer Distribution
Unless explicitly written on RunAmplify invoice, distribution will begin around the client’s pick up address for print material.
Errors in Distribution
While we attempt to ensure 100% accuracy in our work, there may arise the following issues:
- Repeat door hangers at the same address.
- An address requests removal of door hanger.
- Door hanger is not placed correctly on door knob.
