Service Provider Agreement
This Service Provider Agreement (“Agreement”) is entered into between you (“Service Provider,” “You,” “Your,” or “Yours”) and SIDEHUSTLE TECHNOLOGIES LLC (“SIDEHUSTLE”) and constitutes a binding agreement. Upon your acceptance (“Effective Date”), You agree to be bound by the terms and conditions of this Agreement. You and SIDEHUSTLE may each be referred to as a “Party” or collectively, the “Parties.”
If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you agree and are representing to SIDEHUSTLE that You have the authority to bind such Entity to this Agreement, in which case the term “you” or related terms herein will refer to such Entity and its affiliates. If You do not have such authority, You cannot enter into this Agreement and may not perform Services (defined below) hereunder.
1. Scope
Pursuant to SIDEHUSTLE’s Terms of Service, certain Users (each a “Customer”) may utilize the Platform to request and/or accept the provision of certain personal and home services (“User Services”) directly from you. You agree to provide the Services to Customer pursuant to the terms and conditions of this Agreement, the SIDEHUSTLE Terms of Service and in accordance with the Customer’s booking (“Booking”). You may not use the Platform to arrange for User Services/Bookings with a Customer and then complete such User Services/Bookings outside of the online SIDEHUSTLE platform (“Platform”). In the event of a conflict between this Agreement and the Terms of Service, the terms of this Agreement will govern.
2. Customer Relationships and Proprietary Rights
2.1 Customer Ownership
As between the Parties, SIDEHUSTLE will retain exclusive ownership of all Customer relationships, including but not limited to Customer contact information, service history, preferences, and all data generated through the Platform. You acknowledge and agree that You will not contact or provide Services to Customers other than as expressly permitted hereunder.
2.2 Pre-Existing Client Exception
The foregoing will not apply to any of Your customers to whom you provided services prior to the Effective Date or that You otherwise acquire outside of this Agreement through your own independent marketing efforts without use of SIDEHUSTLE’s Platform, Customer data, or Confidential Information (“Your Clients”).
2.3 Platform Dependency
You acknowledge that Customer connections facilitated through the Platform constitute valuable proprietary business relationships belonging exclusively to SIDEHUSTLE, and that SIDEHUSTLE has invested substantial resources in developing, maintaining, and protecting these relationships.
3. Non-Solicitation of Customers
3.1 Non-Solicitation Period
During the term of this Agreement and for a period of one (1) year following its termination, You agree not to, directly or indirectly, solicit or attempt to solicit, divert or attempt to divert, or accept business from any Customer who was connected to You via the SIDEHUSTLE Platform for purposes of providing services that are competitive with the services provided by SIDEHUSTLE,
except for Your Clients as defined in Section 2.2.
3.2 Scope of Restrictions
For the avoidance of doubt, this section DOES NOT APPLY to leads we sell to You in the normal course of business. This is the only exception allowed.
You acknowledge that SIDEHUSTLE has invested significant time, effort, and expense in developing its relationships with its Customers and that any breach of this provision would cause significant harm to SIDEHUSTLE.
3.3 Prohibited Activities
Accordingly, You agree that You will not:
- Induce or attempt to induce any Customer to terminate or reduce their business with SIDEHUSTLE;
- Offer or provide any services that compete with SIDEHUSTLE’s services to any Customer, except as permitted under this Agreement;
- Use any Confidential Information or Customer data obtained through the Platform or in connection with this Agreement to solicit or provide services to any Customer outside of the scope of this Agreement;
- Accept business from any Customer who contacts You directly in an attempt to circumvent SIDEHUSTLE, regardless of who initiated such contact.
3.4 Liquidated Damages
The parties acknowledge and agree that a breach of this section by Service Provider would result in damages to SIDEHUSTLE that would be difficult or impractical to determine with certainty. The parties have carefully considered the potential harm that may result from a breach and have agreed that Five Hundred Dollars ($500.00) per violation represents a reasonable estimation of the actual damages that would be sustained by SIDEHUSTLE.
The parties expressly agree that this liquidated damages provision is:
- Reasonable in light of the anticipated harm caused by a breach;
- Not intended as a penalty; and
- Enforceable to the fullest extent permitted by applicable law.
3.5 Additional Remedies
The payment of liquidated damages shall not relieve the breaching party from performing any other obligations under this Agreement. The non-breaching party’s right to collect liquidated damages shall be in addition to any other remedies available under this Agreement or applicable law, including but not limited to the right to seek injunctive relief.
3.6 Enforcement and Collection
SIDEHUSTLE may setoff any liquidated damages from any outstanding balance it owes to You. Any violation of this non-solicitation provision will be considered a material breach of this Agreement and will entitle SIDEHUSTLE to seek any and all remedies available at law or in equity, including injunctive relief and damages.
4. Performance of Services
4.1 Service Requirements
Each Booking will include reasonable details including, at a minimum, about the User Services, Fees charged, general description of User Services required, and the Customer contact information (name, physical address, phone number). You agree to cooperate in good faith to achieve satisfactory completion of the Services in a timely and professional manner.
4.2 Fee Modification Restrictions
Once You agree to perform Services pursuant to a Booking, You may not modify the Fees (defined below).
4.3 Service Coordination
The Parties will each designate a representative to interface and facilitate the successful completion of the Services.
4.4 Performance Standards
In performing the Services, You agree to do so in accordance with relevant commercial/industry best practices. You agree to perform the User Services as agreed to between you and the Customer.
4.5 Independent Control
You will control the method and manner of performing all work necessary for completion of Services, including but not limited to the supervision and control of any personnel performing Services, provided that such control is exercised independently and without direction from SIDEHUSTLE.
5. Fees; Payment Terms
5.1 Payment Structure
SIDEHUSTLE will remit you the fees from Customer as set forth in a Booking (“Fees”). Fees will be payable in accordance with the Booking, except for Fees that are related to User Services that are in dispute by Customer or otherwise where SIDEHUSTLE determines it is necessary to temporarily hold the Fees, whether to abide with applicable law or as necessary to prevent
or stop the misuse of its Platform or a violation of its Terms of Service.
5.2 Service Provider Expenses
You will be responsible for travel expenses, payment of Your personnel, resources, materials, tools, equipment, and communications used in connection with provision of the Services (“Expenses”).
5.3 Tax Responsibilities
You will be responsible for any and all taxes related to the User Services.
5.4 Administrative Fees
SIDEHUSTLE may charge administrative or service fees, or pass through fees, such as payment processor fees (“Service Fees”).
Service Fees may be charged directly to You or withheld from Fees, at SIDEHUSTLE’s sole discretion.
5.5 Insurance Requirements
You shall have adequate insurance to cover Your performance of the Services.
6. Relationship of the Parties and Background Checks
6.1 Independent Contractor Status
You are an independent contractor and will maintain complete control of and responsibility for your personnel, methods, and operations. At no time will You hold yourself out as an agent, subsidiary or affiliate of SIDEHUSTLE for any purpose, including reporting to any government authority. This Agreement will not be construed so as to create a partnership, other joint venture or undertaking, or any agency relationship between the Parties, and neither Party shall become liable for any representation, act or omission of the other Party or have the authority to contractually bind the other Party.
6.2 Tax and Benefit Independence
Any Fees, Expenses, or other amounts paid by SIDEHUSTLE to You will not be considered salary for pension or wage tax purposes and neither You nor Your personnel will be entitled to any fringe benefits, including sick or vacation pay, or other supplemental benefits of SIDEHUSTLE. Unless otherwise required by law, SIDEHUSTLE will not be responsible for deducting or withholding from Fees any
taxes, unemployment, social security or other expense.
6.3 Background Check Consent
You hereby acknowledge and agree that SIDEHUSTLE may conduct credit and background checks on You and Your personnel, as reasonably required to determine Your suitability to perform User Services. You consent to such background checks and agree to provide all necessary information and authorizations.
6.4 Communication Consent
You expressly consent to be contacted by SIDEHUSTLE for any and all purposes arising out of or relating to this Agreement and the Services hereunder, at any telephone number, or physical or electronic address you provide or at which you may be reached. You agree SIDEHUSTLE may contact you in any way, including SMS messages (including text messages), email, and phone calls
from SIDEHUSTLE at the specific number(s) You have provided to SIDEHUSTLE, or numbers SIDEHUSTLE can reasonably associate with your account (through skip trace, caller ID capture or other means), with information or questions about this Agreement and
the User Services.
6.5 Contact Information Maintenance
You certify, warrant and represent that the telephone numbers that you have provided to SIDEHUSTLE are your contact numbers. You represent that You are permitted to receive calls at each of the telephone numbers you have provided to SIDEHUSTLE. You agree to promptly alert SIDEHUSTLE whenever you stop using a particular telephone number. You acknowledge that your cellular or mobile
telephone provider may charge you according to the type of plan you carry.
6.6 Dispute Information Disclosure
You agree that in the event of any dispute with a Customer, SIDEHUSTLE has your consent to give the Customer your contact information as set forth in this Section 6.
7. Term and Termination
7.1 Agreement Term
This Agreement will commence on the Effective Date and will remain effective until terminated in accordance with the terms of this Section (the “Term”).
7.2 Termination Rights
This Agreement may be terminated by either Party with or without cause upon written notice to the other Party.
7.3 Post-Termination Obligations
Upon termination of this Agreement, You will immediately cease performing any Services, and SIDEHUSTLE will pay You any Fees not yet paid for User Services provided on or prior to termination.
7.4 Survival
The following Sections will survive any termination of the Agreement: 2, 3, 6.4, 6.5, 6.6, 8, 9, 10, and 11. Termination of this Agreement will be without prejudice to other rights or remedies of any Party under this Agreement or applicable law, including, without limitation, any remedies for a breach of this Agreement prior to such termination.
8. Warranties and Representations
8.1 Service Provider Warranties
You hereby represent and warrant that:
- You have all authority, licenses, permits, and consents necessary to enter into and perform your obligations under this Agreement, and will fully comply with all applicable laws and regulations in performing the
Services; - Your personnel are, and will have the ability to prove on demand that they are, legally entitled to work in the United States;
- The Services will be performed in a timely, professional, and workman-like manner by You and Your personnel, consistent with generally-accepted industry standards; and
- You are under no contractual or other restrictions or obligations which are inconsistent with the execution of this Agreement, or, to your best knowledge, which will interfere with your performance of the User Services.
8.2 SIDEHUSTLE Warranty Disclaimers
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SIDEHUSTLE EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, NON-SATISFACTORY QUALITY, NON-INFRINGEMENT OF THIRD PARTY RIGHTS AND TITLE, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, AND ALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW.
8.3 Limitation of SIDEHUSTLE Liability
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL SIDEHUSTLE, OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY YOU OR A THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE USER SERVICES, REGARDLESS OF WHETHER THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
8.4 Liability Cap
SIDEHUSTLE’S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SERVICES, WILL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. EACH PARTY ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF WE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS
SET FORTH HEREIN.
8.5 Jurisdictional Limitations
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. IN THESE JURISDICTIONS, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. Indemnification
You will indemnify, defend, and hold SIDEHUSTLE harmless, from and against any claim against SIDEHUSTLE by a third party, including a Customer, related to this Agreement or Your provision of User Services (each a “Claim”). You will, at Your expense, defend a Claim and pay any damages, expenses, costs, or liabilities, whether awarded against SIDEHUSTLE in a final judgement or proceeding in connection therewith or not, including the reasonable fees and expenses of the attorneys engaged by SIDEHUSTLE for the defense, provided that (a) SIDEHUSTLE promptly notifies You of the threat or notice of a Claim, and (b) SIDEHUSTLE will have the sole and exclusive control and authority to select defense attorneys, defend or settle any Claim. You will fully cooperate with SIDEHUSTLE in connection with any Claim.
10. Confidentiality
10.1 Confidential Information Definition
By virtue of this Agreement, the Parties may have access to information that is confidential to one another (“Confidential
Information”). We each agree to disclose only information that is required for the performance of obligations under the agreement. Confidential Information will be limited to the terms of this Agreement, your data residing in the Platform environment, Customer data, and all information clearly identified as confidential at the time of disclosure.
10.2 Exclusions from Confidentiality
A Party’s Confidential Information will not include information that: (a) is or becomes a part of the public domain through no act or omission of the other Party; (b) was in the other Party’s lawful possession prior to the disclosure and had not been obtained by the other Party either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the other Party by a third party without restriction on the disclosure; or (d) is independently developed by the other Party without use of or reference to the other Party’s Confidential Information.
10.3 Confidentiality Obligations
The Parties each agree to hold each other’s Confidential Information in confidence for a period of three years from the date of
disclosure. Also, each Party agrees to disclose Confidential Information only to those employees or agents who are required to protect it against unauthorized disclosure in a manner no less protective than under this Agreement. SIDEHUSTLE will protect the confidentiality of Your data residing in the Platform environment in accordance with the SIDEHUSTLE security practices specified
in the SIDEHUSTLE Privacy Policy, which is incorporated herein by reference.
10.4 Required Disclosures
Nothing will prevent either Party from disclosing the other Party’s Confidential Information in connection with any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.
11. General Provisions
11.1 No Waiver
Neither Party waives any right under this Agreement by failing to insist on compliance with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers granted hereunder are effective only if recorded in a writing signed by the Party granting such waiver.
11.2 Feedback Rights
In the event You provide suggestions, comments, or other feedback (“Feedback”) to SIDEHUSTLE with respect to the Services or the
Platform, You hereby assign to SIDEHUSTLE all right, title, and interest in and to the Feedback and SIDEHUSTLE will be free to reproduce, make, use, create derivative works of, display, import, transmit, distribute, license, sell, offer to sell, or otherwise dispose of Feedback (and derivative works thereof) without obligation of any kind to You.
11.3 Assignment and Change of Control
You may not assign any part or all of this Agreement without SIDEHUSTLE’s prior written consent. SIDEHUSTLE may assign this Agreement at any time without notice or consent. Any attempt to assign in violation of this Section is void in each instance.
11.4 Governing Law, Venue, and Jurisdiction
This Agreement is governed by Utah law, excluding its conflicts of law rules. Service Provider irrevocably submits to venue and
exclusive personal jurisdiction in the federal and state courts in Salt Lake County, Utah, for any dispute arising out of this Agreement, and waives all objections to jurisdiction and venue of such courts.
11.5 Dispute Resolution
Any controversy or claim arising out of this Agreement shall be subject to the Dispute Resolution and Arbitration provisions of the Terms of Service in effect at the time of any initiation of any proceedings or arbitration of such controversy or claim.
11.6 Severability
If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the Parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.
11.7 Notice
Except as expressly provided herein, all notices, requests, demands, and other communications under this Agreement will be delivered in writing and will be deemed to have been duly given when received, if personally delivered to the Party, on the date three days after mailing if mailed by registered or certified mail, or on the next day if delivered by courier. The Parties will send all notices to addresses listed on the Platform or at another address as may be provided by a party from time to time.
11.8 Entire Agreement
This Agreement constitutes the complete and final agreement of the Parties pertaining to the subject matter herein and supersedes the parties’ prior agreements, understandings and discussions relating to subject matter herein. No modification of this Agreement is binding unless it is in writing and signed by both Parties.