contractor TERMS AND CONDITIONS
YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A USER OR BY USING THE Phonetec Services Website. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER TO USE OR USE THE Website.

These contractor Terms and Conditions (the “contractor Terms”) state the terms and conditions between Phonetec Services, LLC (“Phonetec Services,” “we,” “us,” or “our”) and users of the Phonetec Services website who register as services contractors/contractors (“contractor,” “you,” or “your”). contractor and all other users are also subject to the terms of the Phonetec Services User Agreement (“User Agreement”), which is incorporated herein by reference. Capitalized terms used in these contractor Terms which are not defined have the meaning stated in the User Agreement.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS MANDATORY INDIVIDUAL ARBITRATION AGREEMENT AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

Except as provided in the “Arbitration Agreement and Class Waiver“ in Section 17 below, we reserve the right to change the contractor Terms at any time in our sole business discretion. Please check these terms regularly for changes. Your continued use of the Website following the posting of any changes to the contractor Terms will constitute your acceptance of and agreement to those changes. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the contractor using the Website, then the contractor’s next use constitutes a renewal of this Agreement.

Relationship.
1.1 These contractor Terms and the User Agreement state the terms under which contractor has the right to use the Website to offer services to registered buyers (“Buyers”), and the obligation to pay Phonetec Services fees if applicable.
1.2 contractor is an independent contractor who uses the Website to offer services and to perform work on specific projects for Buyers pursuant to Work Orders posted by Buyers. Phonetec Services is not a party to accepted Work Orders or other services agreement between Buyers and contractors. Phonetec Services has no responsibility for, control over, or involvement in the scope, nature, quality character, timing or location of any work or services performed by a contractor under a Work Order, including any work or services that any worker may provide as an employee of, or independent contractor for, contractor under a Work Order (referred to collectively herein as “contractor Workers”). Each Work Order constitutes a new contract between Buyer and contractor to perform work, and a new agreement between contractor and Phonetec Services to use the Website.
1.3 Unless modified by Buyer through the Website prior to proposal or by you pursuant to an accepted counteroffer, all Work Orders are governed by Standard Work Order Terms and Conditions accessible by following this link: www.fieldnation.com/legal/?a=workorder.
1.4 Phonetec Services is not an employer of, or joint employer or integrated or single enterprise with any contractor or Buyer. Phonetec Services is not responsible for the performance or non-performance of any Buyer or any contractor. Each contractor is solely and entirely responsible for the contractor’s acts and for the acts of the contractor’s employees, contractors and agents. Each Buyer is solely and entirely responsible for the Buyer’s acts and for the acts of the Buyer’s employees and agents. Phonetec Services is not a party to any Work Order and is not bound by any terms of a Work Order. Phonetec Services does not combine its business operations in any way with contractor’s business or Buyer’s business, but instead maintains such operations as separate and distinct. contractor and Buyer are each responsible for their own registrations, licenses, insurance, or other authorizations required to render the services.
1.5 contractor is an independent contractor and is not an employee of Phonetec Services, as described in more detail below.
Independent Contractor Relationship Between contractor and Phonetec Services.
Nothing in this Agreement is intended or should be construed to create an employer-employee relationship, partnership, joint venture, joint employment relationship, single or integrated enterprise or franchisor/franchisee relationship between Phonetec Services and contractor. contractor agrees that contractor will not take any position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Phonetec Services that is inconsistent with contractor being an independent contractor (and not an employee) of Phonetec Services. contractor is not an agent of Phonetec Services and contractor is not authorized, and must not represent to any third party that contractor is authorized to make any commitment or otherwise act on behalf of Phonetec Services.

contractors will provide all equipment, labor and materials that may be needed to perform any services pursuant to a Work Order. Phonetec Services will not provide any equipment, labor or materials that may be needed for performing services pursuant to any Work Order. Further, contractors are solely responsible for determining which Work Orders they will choose to accept, how frequently they accept Work Orders, the duration of the Work Order acceptable to them, the terms of any counterproposal and the manner in which they will provide the services sought. Phonetec Services does not guarantee the contractor any minimum amount of Work Orders. Phonetec Services does not set the pay rate. Phonetec Services does not pay a salary or hourly rate to contractors, but rather facilitates Buyer’s payment at the rate set by Buyer and agreed to by contractor. Phonetec Services does not dictate the time of performance. Phonetec Services will not provide contractor with any training or direction with regard to services provided and will have no control over the manner in which services are provided or the timing and location of the provision of services. Phonetec Services does not provide any uniforms to contractors. Phonetec Services does not provide expense reimbursement to contractors. contractor has the right to determine the manner in which services will be provided to Buyer consistent with contractor’s experience and specialized skills. For purposes of New York City Local Law 140 only, to the extent it is deemed to apply, the “value” of the services performed pursuant to this Agreement is equal to the total amount paid by the Buyer to contractor for each service.

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) any contractor from engaging in any other business activities, services or projects that are separate and distinct from any business activities that contractor may conduct through the Website. Phonetec Services expects contractors will provide similar services through other Websites and for other parties. Phonetec Services expressly acknowledges contractor can earn income from other sources and expects contractor will do so.

Further, nothing in this agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) contractor from using its employees and/or independent contractors to provide any services relating to contractor’s completion of a Work Order. Phonetec Services will have no involvement in the hiring, selection or retention of any contractor Workers or in the terms of their employment, contract or engagement with contractor Worker. As with contractors themselves, Phonetec Services will not provide contractor Workers with any training or direction with regard to work performed or services provided and will have no control over the manner in which work or services are performed or the timing and location of the performance of work or services by contractor Workers. Phonetec Services does not terminate the work during the term of this Agreement unless the contractor violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement. Notwithstanding the foregoing, Phonetec Services may request that contractor discontinue using the services of a contractor Worker if the contractor Worker is perceived as presenting a safety risk or engages in unlawful conduct in connection with performing work or services in connection of a Work Order. Phonetec Services will not, however, screen or monitor the work of contractor Workers, and the foregoing provision does not give and should not be construed as giving rise to any duty on the part of Phonetec Services to screen or monitor the work of contractor Workers or otherwise ensure that they are working/performing services in a safe and lawful manner. Phonetec Services does not provide a performance assessment to contractors. Phonetec Services does not oversee the actual work or instruct the contractor as how the work will be performed, or the method or process the contractor uses to perform services.

Phonetec Services is a business that operate a digital website or application that facilitates the provision of services by marketplace contractors to individuals or entities seeking such services.

contractor shall at all times comply with any and all laws, ordinances, statutes, executive orders and regulations, federal, state, county and municipal, insofar as applicable to contractor’s performance of services under these contractor Terms. Without limiting the generality of the foregoing:

2.1 Benefits and Contributions.
As an independent contractor engaged in its own independently controlled and operated business, contractor (including any contractor Worker) is not entitled to, or eligible for, any benefits that Phonetec Services, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because contractor is an independent contractor and not an employee, the Phonetec Services will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, obtain workers’ compensation insurance on your behalf, provide health insurance, or provide other insurance or fringe benefits including any “leave” such as paid sick leave. contractor is solely responsible for complying with the Affordable Care Act. contractor is not entitled to unemployment insurance benefits from Phonetec Services.

2.2 Taxes and other Withholdings.
For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal, state and local laws, rules and regulations, contractor is and will be treated as an independent contractor and not as a Phonetec Services employee. Accordingly, Phonetec Services will not withhold any employment taxes from any compensation paid to contractor under this Agreement, and contractor will be solely responsible for the reporting and payment of all federal, state, and local taxes or contributions imposed or required under unemployment insurance, social security, medical insurance, income tax or other applicable laws, rules or regulations with respect to the performance or rendering of services through the Website and/or under this Agreement by contractor, including any such taxes and other requirements applicable to contractor Workers. contractor agrees to indemnify, defend and hold Phonetec Services harmless from any costs, expenses, penalties or damages (including attorney’s fees) arising from contractor’s failure to properly pay such taxes or contributions and/or Phonetec Services not withholding or remitting employment taxes or contributions relative to compensation paid to contractor.

2.3 Insurance.
As an independent contractor, contractor (including any contractor Worker) is not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. Instead, contractor is solely and exclusively responsible for contractor’s own insurance, including insurance for contractor Workers. Specifically, in the event that contractor is injured while working in the course and scope of a Work Order, contractor acknowledges and understands that contractor (including any contractor Worker) will not be covered by any workers’ compensation insurance coverage that Phonetec Services or Buyer may provide to its employees. Further, in the event that contractor’s actions (including the actions of any contractor Worker) cause an injury to a third party while contractor is working in the course and scope of providing services under a Work Order or other activities covered by this Agreement, contractor acknowledges and understands that contractor (including any contractor Worker) will not be covered by any general liability or automobile liability insurance coverage that the Phonetec Services may have, and that the Phonetec Services is not making any commitment to defend and/or indemnify contractor (including any contractor Worker) in such circumstances, and specifically denies any such obligation.

2.4 contractors Agreement to Maintain Workers’ Compensation and other Insurance.
contractor agrees that before entering into this Agreement and at all times during the term of this Agreement, contractor will maintain proper worker's compensation insurance coverage and any other insurance coverage (including coverage for contractor Workers) required in each jurisdiction in which contractor performs any services. If required by the applicable jurisdiction, contractor also agrees to maintain any other required insurance. contractor will comply with all state workers’ compensation laws.

If allowed by state law and if validly obtained, contractor may be eligible to opt out of the workers’ compensation requirements. If contractor chooses to do so, contractor must submit a Statement Affirming Exemption from Worker’s Compensation Coverage to Phonetec Services in electronic form via the Website. The current form of such statement is can be found at the bottom of the page at the following link - https://app.fieldnation.com/legal/?a=contractor. Phonetec Services may update the form to comply with workers’ compensation requirements in its sole discretion.

contractor also agrees to maintain commercial general liability insurance coverage with combined policy limits of at least $1,000,000, and automobile liability insurance coverage with combined limits of at least $1,000,000, or such higher amounts or additional coverage as may be set forth in a Work Order. contractor acknowledges that Buyers may require additional insurance coverage as a condition of accepting and performing a Work Order.

c.In the event that any jurisdiction imposes sales, use value-added, excise, or other taxes payable on account of payments to Phonetec Services, other than taxes on Phonetec Services’s own income (“Taxes”), Phonetec Services’s fees will be increased to cover such Taxes so that it receives a net amount equal to the full amount of the fees or other payment obligations that would otherwise have been payable under these contractor Terms as if no such deduction or withholding was required

5.2 Payment for Work Orders.
a.contractor will receive payment for the services provided by contractor to the Buyer as negotiated between Phonetec Services and the contractor in any applicable Work Orders, less any fees (10% fee) payable to Phonetec Services for requesting and acquiring the work order and use of website and services use of the Website as published from time to time. Phonetec Services will process payments from Buyers to contractors for completed Work Orders. contractor will be paid with funds provided to Phonetec Services by Buyers; California Companies do not have the option to prefund, their Work Orders will be paid from funds provided after Work Order completion. No other fees, benefits, or payments of any kind will be payable to contractor.

b.Payment from Buyer will only be released to contractor by Phonetec Services after contractor: (a) has completed all services stated in a Work Order, (b) has verified, via the Website, that the services have been completed, and (c) the Buyer has accepted, via the Website, the services.

c.Phonetec Services reserves the right to withhold payment for any Work Orders until contractor resolves any issues or disputes with a Buyer, or until Phonetec Services has actually received payment from a Buyer. contractor acknowledges and agrees that Phonetec Services will have no liability to contractor for payment for any services provided to a Buyer unless or until funds are deposited with Phonetec Services for the applicable Work Order and no dispute is registered on the Website. By entering into a Work Order, contractor agrees to assume any risk that Buyer may withhold payment or dispute contractor’s satisfaction of the terms of the Work Order.

d.Once Phonetec Services transfers payment made by Buyer to contractor on behalf of Buyer for a completed Work Order, any requests for refunds or warranty claims related to any services provided under a Work Order will be the responsibility of the contractor. Phonetec Services reserves the right to offset any amounts payable to a contractor by a Buyer in the event Phonetec Services is required to refund amounts to a Buyer as a result of services rendered by the contractor.
Tax Obligations.
6.1 If contractor is a U.S. resident, contractor acknowledges and agrees that contractor will be provided with an I.R.S. Form 1099-NEC on an annual basis for each year that amounts paid to contractor for completed Work Orders exceeds $600. contractor gives permission to Phonetec Services to deliver the I.R.S. Form 1099-NEC to contractor electronically for any applicable tax years. contractor may refuse or withdraw its consent to receive electronic 1099 by unchecking the box – “I would like to save paper and receive my 1099 electronically” option available from contractor’s account within the Website, and a paper copy of I.R.S. Form 1099-NEC will then be mailed to contractor.
6.2 contractor will be responsible for complying with any and all tax payment or reporting obligations that may be imposed by the laws of any legal jurisdiction as a result of amounts paid to contractor for completed Work Orders. contractor expressly agrees to indemnify and hold Phonetec Services and all Buyers harmless from any and all liability, costs, or damages arising from or based on any claim brought by any governmental entity seeking the payment of any taxes based on any services provided by contractor or any of its employees, independent contractors, agents, or other authorized representatives.
Service Levels.
Phonetec Services will use reasonable efforts to make the Website available for access and use by contractor. contractor acknowledges and agrees that Phonetec Services will not be liable for (a) any unavailability caused by acts or omissions of contractor, any Buyers or other third parties, or caused by events outside Phonetec Services’s control; (b) problems with contractor’s internet access or private computer network and equipment; and (c) Phonetec Services’s regularly scheduled maintenance work. Phonetec Services will use reasonable efforts to cause all maintenance to be completed between 10:00 p.m. and 6:00 a.m. U.S. Central Time, and to minimize any unavailability of the Website, whether scheduled or not.

Support and Maintenance.
Phonetec Services will provide email, text-based, or telephone support to contractor regarding the use of the Website. Currently, such support generally is available Monday through Friday, excluding U.S. Federal Holidays, from 7:00 a.m. to 5:00 p.m. U.S. Central Time. Support includes assistance with general usage and functionality issues and correction of software bugs and errors. Phonetec Services will make reasonable efforts to correct or fix reported software bugs and errors promptly after being notified of the problem.

Data Security.
Phonetec Services will use reasonable efforts to secure, protect, and maintain the integrity of all data stored by contractor in accessing and using the Website. contractor is solely responsible for the security of all usernames and passwords that may be required to access and use the Website. If the security of such information is comprised, contractor agrees to promptly notify Phonetec Services.

Equipment Costs.
contractor will be responsible for all equipment, network, and other costs necessary for contractor to access and use the Website via the Internet.

No Consulting Services.
Phonetec Services will not provide contractor with any consulting or other similar services related to the use of the Website or its performance of services to Buyers.

Confidentiality.
12.1 Definition.

In performing and accepting services under these contractor Terms, Phonetec Services and contractor may exchange technical, product, financial, and business information which is confidential or proprietary to them (“Confidential Information”). Confidential Information shall be limited to information clearly marked as confidential or proprietary, or information which is disclosed verbally and identified as confidential or proprietary when disclosed.
12.2 Obligations.

Phonetec Services and contractor will hold all Confidential Information they receive from the other party in strict confidence and will only use it to perform their respective obligations and exercise their rights under these contractor Terms. Confidential Information may only be disclosed to employees, agents, consultants, and professional advisors who have a good faith need to know such information for the purposes of these contractor Terms, provided the person receiving the information has a confidentiality obligation to the disclosing party which is at least as stringent as the confidentiality terms of these contractor Terms. The receiving party shall protect and safeguard the Confidential Information against unauthorized disclosure by procedures no less stringent than those it uses for protecting its own confidential or proprietary information, and in any event by use of no less than a reasonable degree of care.
12.3 Limitations.

These contractor Terms impose no obligation with respect to information which: (a) was in the possession of, or was known by, the receiving party prior to its receipt from the discloser, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of these contractor Terms; (c) was obtained by the receiving party from a third party having the right to disclose it, without an obligation to keep such information confidential; or (d) is independently developed by the receiving party without the use of Confidential Information.
12.4 Ownership.

Each party retains all intellectual property rights in and to its own Confidential Information.
12.5 Survival.

The confidentiality provisions of these contractor Terms shall survive its termination for a period of five (5) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely.
No Circumvention; Non-Interference.
contractor shall do all work for registered Buyers directly through the Website only (or Private Network, as applicable), and shall not communicate with any Buyers, or Buyers’ clients, outside of the Website for the purpose of avoiding any obligations under these contractor Terms, including the obligation to pay the Phonetec Services Fee. For the term of these contractor Terms and one year thereafter, contractor shall not directly or indirectly: (a) solicit or accept employment or contract services from any Phonetec Services Buyer or Buyer’s clients about whom contractor learned from the Buyer or through the Website, except for services to be performed pursuant to Work Orders via the Website without the written consent of Phonetec Services; or (b) take any action which interferes with the relationship between Phonetec Services and any of its Buyers or Buyers’ clients.

Term and Termination.
These contractor Terms commence when contractor registers to use the Website for the first time and they continue in force until terminated by either party. contractor may terminate these contractor Terms immediately upon notice to Phonetec Services at any time and for any reason. Phonetec Services may terminate these contractor Terms immediately without any notice, at any time and for any reason. Upon termination by either party, contractor’s right to access and use the Website will cease immediately. Upon any termination, contractor will not be relieved of the obligation to pay any fees due to Phonetec Services which accrued before the termination date. In addition to any other remedies it may have under these contractor Terms, Phonetec Services reserves the right to suspend or terminate contractor’s access to the Website in order to protect Phonetec Services’s rights and interests. Any outstanding obligations of Phonetec Services to provide the contractor with tax reports or Work Order payment information shall survive the termination of these contractor Terms.

Warranties and Disclaimer.
15.1 General.

Phonetec Services and contractor each warrants and represents, as to themselves, that (a) they are duly organized, validly existing and in good standing under the laws of the respective jurisdictions in which it was formed (in the case of contractors who are not individual persons) and engaged in its own independent trade or business prior to entering into this Agreement; (b) they have full power and authority to execute, deliver, and perform these contractor Terms; (c) these contractor Terms have been duly authorized, executed, and delivered by and are their legal, valid, and binding obligations in accordance with the terms herein; and (d) obligations under these contractor Terms shall be performed in compliance with any obligations to third parties and all applicable law, rules, or regulations of any governmental entity or agency.
15.2 contractor Data.

contractor represents and warrants that: (a) contractor owns or has secured sufficient intellectual property rights to any and all contractor Data that contractor stores, accesses, and uses with the Website; (b) the contractor Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortious, defamatory, libelous, deceptive, fraudulent, or violates any person’s privacy or publicity rights; and (c) the contractor Data does not and will not contain a software virus or other harmful component.
15.3 Disclaimer.

EXCEPT AS SET FORTH EXPRESSLY IN THESE contractor TERMS, THE Website IS PROVIDED “AS IS.” Phonetec Services DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION OR QUALITY OF THE Website, INCLUDING ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Phonetec Services DOES NOT WARRANT THAT THE Website WILL MEET THE USER’S REQUIREMENTS, OPERATE IN COMBINATION WITH OTHER SOFTWARE OR WEBSITES, BE UNINTERRUPTED OR ERROR-FREE, OR FUNCTION WITHIN A PARTICULAR SYSTEM. NO OTHER ORAL OR WRITTEN ADVICE GIVEN BY Phonetec Services WILL CREATE A WARRANTY REGARDING THE Website. NO AGENT OR EMPLOYEE OF Phonetec Services IS AUTHORIZED TO MAKE ANY WARRANTY OBLIGATIONS ON BEHALF OF Phonetec Services OR MODIFY THE LIMITATIONS STATED IN THIS SECTION 15.3
Indemnification.
16.1 Phonetec Services Indemnification

Phonetec Services shall indemnify, defend, and hold contractor, its parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any alleged conduct which would constitute a breach of the representations and warranties of Phonetec Services set forth herein; or (b) a claim that the use of the Website (other than third party materials) infringes the copyright, trademark, or United States or Canadian patent rights of any third party. Upon notice of an alleged infringement or if in Phonetec Services’s opinion such a claim is likely, Phonetec Services shall have the right, at its option, to obtain for contractor the continuing right to use the Website, substitute other non-infringing functionality, or modify the Website so that it is no longer infringing. THIS SECTION SETS FORTH Phonetec Services’S SOLE AND EXCLUSIVE LIABILITY, AND contractor’S SOLE AND EXCLUSIVE REMEDY, FOR Phonetec Services’S INFRINGEMENT OF THIRD PARTY RIGHTS OF ANY KIND.
16.2 contractor Indemnification.

contractor shall indemnify, defend, and hold Phonetec Services, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with: (a) any claim based on any alleged misuse of the Website by contractor (including by any contractor Worker), or a claim that any contractor Data infringes the copyright, trademark, or patent rights of any third party; (b) any alleged conduct which would constitute a breach of the representations and warranties of contractor set forth herein, or other breach of this Agreement; (c) violation of applicable law by contractor or contractor’s Workers; (d) any claim based on the negligent or intentional acts by contractor or contractor’s Worker; and (e) related to any Work Order, including any claims by any third party or government agency that contractor was misclassified as an independent contractor or employee of a Buyer, and any claim that Phonetec Services was an employer or joint employer of contractor and/or any contractor Worker, and related legal claims under any employment laws.

Further, contractor shall indemnify, defend, and hold Phonetec Services, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal fees and costs, arising out of or in connection with contractor’s employment, retention, engagement or use of contractor Workers to provide any work/services in connection with the performance of Work Orders hereunder, including but not limited to: (1) any claim that contractor misclassified any contractor Worker (under the Fair Labor Standards Act, the Internal Revenue Code, state wage and hour law or any other law); and (2) any claim that Phonetec Services was an employer or joint employer of any contractor Worker under any employment or other law, including, but not limited to, the Fair Labor Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.

16.3 Conditions.

Each party shall indemnify the other party as set forth above, provided that: (a) the indemnified party notifies the indemnifying party promptly in writing of the claim; (b) the indemnifying party has sole control of the defense and all related settlement negotiations with respect to the claim; provided, that the indemnified party has the right, but not the obligation, to participate in the defense of any such claim through counsel of its own choosing; and (c) the indemnified party cooperates fully to the extent necessary, and executes all documents necessary for the defense of such claim.
Arbitration Agreement and Class Action Waiver
Phonetec Services, which for purposes of this provision includes Phonetec Services LLC, and any of its officers, directors, employees, clients, customers, contractors, agents and Users (collectively referred to throughout this provision as “Phonetec Services”) and contractor mutually agree to resolve any and all covered justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims arising out of or relating to the contractor Terms, this arbitration agreement, the contractor’s classification as an independent contractor, contractor’s provision of services, contractor’s use of the Website, any payments made or received by contractor through the Website or arising out of or relating to the acceptance or performance of services arranged through the Website, the termination of this Agreement, and all other aspects of the contractor’s relationship (or the termination of its relationship) with Phonetec Services, past, present or future, whether arising under federal, state or local statutory and/or common law. contractor and Phonetec Services agree that the mutual obligations to arbitrate disputes provide adequate consideration for this arbitration agreement.

a.If either party initiates arbitration, the initiating party must notify the other party in writing via U.S. Mail, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by contractor must be delivered to the Phonetec Services at 733 Marquette Avenue S, #800, Minneapolis, MN 55402.The arbitrator will resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

b.Class and Collective Action Waivers. Phonetec Services and contractor mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator will not have any authority to hear or arbitrate any class and/or collective (“Class Action Waiver”). Notwithstanding any other clause contained in this arbitration agreement or the AAA Rules, as defined below and incorporated herein by reference, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class and/or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

c.contractor agrees and acknowledges that entering into this arbitration agreement does not change contractor’s status as an independent contractor in fact and in law, that contractor is not an employee of Phonetec Services, Users, Buyers or Buyer’s clients and that any disputes in this regard shall be subject to arbitration as provided in this agreement.

d.Except as otherwise stated in this arbitration agreement, any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), subject to the following:
1.The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. Unless the parties agree otherwise, the arbitrator shall be an attorney experienced in the law in the underlying dispute and licensed to practice law in the state in which the arbitration is convened, or a former judge from any jurisdiction. The arbitrator shall have authority to decide gateway issues, including arbitrability.

2.The location of the arbitration proceeding will be no more than 45 miles from the place where contractor last performed services for Phonetec Services, unless contractor and Phonetec Services agree in writing otherwise.

3.Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that Company shall pay all of the Arbitrator’s fees and costs.

4.The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

5.Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

6.The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

7.The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.

8.Either Phonetec Services or contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.



e.Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission). This arbitration agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable presidential Executive Order.

f.The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.

g.This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. This arbitration agreement survives after the termination of the contractor Terms and/or after contractor ceases any assignment and/or relationship with Phonetec Services. This arbitration agreement will also continue to apply notwithstanding any change in contractor’s responsibilities, position, or title, or if contractor transfers companies. Notwithstanding any contrary language in the contractor Terms or in any Phonetec Services policy or other agreement, this arbitration agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by both contractor and an authorized representative of Phonetec Services.
Limitations of Liability.
18.1 Phonetec Services’S AGGREGATE LIABILITY TO contractor FOR CLAIMS RELATING TO THESE contractor TERMS, WHETHER IN CONTRACT OR TORT, WILL BE LIMITED TO THE TOTAL FEES PAID OR OWING TO Phonetec Services FOR WORK ORDERS COMPLETED BY contractor FOR THE MOST RECENT SIX (6) MONTHS OF THE TERM OF THESE contractor TERMS OR $2,500, WHICHEVER IS LESS.
18.2 NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF THESE contractor TERMS, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE, HOWEVER IT ARISES, WHETHER IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
18.3 Allocation of Risk.

Phonetec Services and contractor acknowledge that the foregoing limitations of liability represent a reasonable and negotiated allocation of risk, that these limitations constitute an integral part of these contractor Terms, and that absent these limitations the parties would not have executed these contractor Terms. The limitations will apply notwithstanding the failure of the essential purpose of any limited remedy.
Last modified: December, 2021.

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STATEMENT AFFIRMING EXEMPTION FROM
WORKER’S COMPENSATION COVERAGE
This statement is made by a contractor registered to use the Phonetec Services, LLC website and software Website (the “Website”). contractor acknowledges that this statement is being submitted to Phonetec Services in electronic form only, that it shall be valid and effective when contractor clicks the affirmation button at the end of this form, and that it shall have the same legal force and validity as thought signed and submitted in handwritten form.

contractor states, represents, warrants, and agrees that:

(1) Some U.S. states allow for certain classes of workers’ to opt-out of the state’s workers’ compensation requirements. For example, sole proprietors, executive officers, and partners without any employees may waive out of workers’ compensation coverage. But, if a business has employees it must, by law, purchase workers’ compensation coverage for its employees.
(2) contractor understands the hazards of employment in contractor’s business, and understands that by submitting this form to Phonetec Services, contractor is releasing and waiving the right to claim workers’ compensation benefits in the event of a work-related injury or death.
(3) contractor acknowledges that some states require the filing of a state-specific form to release or waive workers’ compensation coverage. contractor agrees that it is solely contractor’s responsibility to complete and file such a special release or waiver form, and not the responsibility of Phonetec Services or any party obtaining services from contractor via the Website.
(4) contractor acknowledges and understands that contractor will not be covered by any workers compensation insurance coverage that the Phonetec Services or Buyer may provide to its employees.
(5) contractor HAS NO EMPLOYEES AND HAS THE AUTHORITY TO WAIVE WORKERS’ COMPENSATION COVERAGE IN contractor’S STATE. FURTHER, contractor WARRANTS AND AGREES TO OBTAIN WORKERS’ COMPENSATION COVERAGE IN THE EVENT contractor HIRES ANY EMPLOYEES.
(6) The foregoing statements are made to induce Phonetec Services to grant contractor access to projects on the Website.