independant contractor agreement
This Independent Contractor (“Agreement”) is made as of this day (the “Effective Date”), by and between Cut Once, LLC d/b/a DashStylists (“DashStylists”), and the Subscriber (“Stylist”).
WHEREAS, DashStylists operates a website (the “Site”) and mobile application (the “Application” or “App”), which serve as a communications platform (the Site and App being collectively referred to as the “Platform”) that enables online users (each, a “User”) to arrange and schedule on-demand and in-home beauty services, including, but not limited to, haircuts, hair styling, cosmetology, nail services, make up services and related barber and grooming services with third party beauty service providers (each, a “Service Provider”); and
WHEREAS, Stylist is the provider to users of haircuts, hair styling, cosmetology, barber and/or other grooming services (collectively, the “Beauty Services”), and is desirous of being listed on DashStylists’ Site and Application as a Service Provider of Beauty Services; and
WHEREAS, DashStylists is willing to list Stylist as a Service Provider on DashStylists’ Platform, conditioned upon Stylist’s agreement to and compliance with the terms and conditions of this Agreement.
THEREFORE, in consideration of the premises and mutual promises contained herein, the Parties agree as follows:
Listing on Platform.
Subject to the terms and conditions of this Agreement, DashStylists agrees to list Stylist, and Stylist agrees to be listed, on DashStylists’ Platform as a Service Provider for the provision of various Beauty Services. In connection therewith, Stylist agrees to each of the following:
As a condition to being listed on the Platform, Stylist shall register as a Service Provider through the Site. During the registration process, Stylist will be required to create a personal profile (the “Profile”) that shall include, at a minimum, each of the following: (a) Stylist’s name, (b) Beauty Services offered, and (c) pricing for such Beauty Services. Stylist is responsible for providing accurate, current and complete information in connection with his or her registration. DashStylists is not responsible for any claims relating to any inaccurate, untimely or incomplete information provided by users of the Platform.
Stylist is solely responsible for any content, messages, photos, videos, reviews or profiles (collectively, “Content”) that Stylist publishes or displays (hereinafter, “post”) on the Platform, or transmits to other users of the Platform. Stylist will not post on the Platform, or transmit to other users, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party’s rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). Stylist will not provide inaccurate, misleading or false information to DashStylists or to any other user of the Platform.
Removal of Content.
By posting Content to any public or member area of the Platform, Stylist automatically grants, and Stylist represents and warrants that Stylist have the right to grant, to DashStylists, its Affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. Stylist further represents and warrants that public posting and use of Stylist Content by DashStylists will not infringe or violate the rights of any third party.
Disclaimers by DashStylists.
Opinions, advice, statements, offers, or other information or content made available on the Platform, but not directly by DashStylists, are those of their respective authors. Such authors are solely responsible for such content. DashStylists does not: (a) guarantee the accuracy, completeness, or usefulness of any information on or available through the Platform, or (b) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on or available through the Platform. Under no circumstances will DashStylists or its Affiliates be responsible for any loss or damage resulting from: (y) Stylist’s reliance on information or other content posted on the Platform or transmitted to or by any user of the Platform; or (z) reviews or comments made about Stylist on the Platform by other users.
Engagement; Duties of Stylist.
During the Term, Stylist shall adhere to each of the following:
Provision of Beauty Services.
Stylist shall define all Beauty Services he or she offers through the platform. Stylist shall provide to each User all mutually agreeable Beauty Services elected by such User. Such Beauty Services shall be provided at the Location and Time specified by such User, agreed to by Stylist, and at the Pricing quoted by Stylist. The booking of such Beauty Services shall be deemed an “Appointment” or “Booking” for purposes of this Agreement.
Stylist is solely responsible for establishing the prices (collectively, the “Pricing” or “Fees”) for all Beauty Services he or she may provide to Users. Stylist agrees to list on Stylist’s Profile accurate and up to date Pricing information for Beauty Services. Stylist’s Pricing can be transmitted by any means approved by Dashstylists.
Stylist understands and agrees that to make an Appointment with Stylist, the User must utilize the Platform and make payment to DashStylist at the time of such Booking. DashStylist collects payment from the User at the time of such Booking. DashStylist shall release to Stylist the Stylist’s Fees for such Appointment within a reasonable time following Stylist’s provision of Beauty Services associated with such Appointment.
Stylist agrees that should he or she miss a scheduled Appointment or otherwise fail to provide Beauty Services agreed to in accordance with Section 2.1 (each, a “Missed Appointment”), then DashStylists shall be entitled to withhold from future Fees due Stylist hereunder one half (1/2) of the Fees that Stylist would have earned on such Missed Appointment.
During and throughout the term of this Agreement, Stylist will devote such attention and energies (as deemed necessary by Stylist) to carry out, fulfill, and perform the duties and responsibilities under the terms of this Agreement. Stylist shall be free to conduct other business as he or she sees fit, including setting and managing its individual engagements and sequence of doing business and to pursue other business activities, provided such business endeavors do not interfere with Stylist’s performance pursuant to this Agreement. Stylist shall be solely responsible for Stylist’s own business planning and profitability. If poor business planning or judgment is implemented, Stylist acknowledges it could experience a loss.
Although User’s engagement of Stylist (if any) will be accomplished through the Platform, the ultimate contractual relationship for provision of Beauty Services will be between User and Stylist. Stylist acknowledges and agrees that DashStylists shall be an express third party beneficiary to such contract.
Compliance with Laws.
Stylist’s use of the Platform, including, but not limited to, the Content Stylist posts thereon, shall be in accordance with any and all applicable laws and regulations. Additionally, Stylist agrees to act in a professional, courtesy, and otherwise lawful manner at all times while providing Beauty Services and/or while on a User’s premises. Stylist shall not engage in any harassing, abusive, discriminatory or other unethical behavior while interacting with Users and/or providing Beauty Services. User complaints about a Stylist’s behavior while performing Beauty Services may result, at DashStylists’ sole discretion, in an immediate termination of this Agreement and Stylist’s Profile listing. Stylist agrees that he or she shall be solely responsible for, and shall indemnify, defend and hold harmless DashStylists from, any claims made by a User regarding Stylists performance of Beauty Services and/or interaction with such User.
Relationship Between the Parties.
The parties understand and agree that this Agreement does not create a fiduciary relationship between them, that Stylist shall be an independent contractor, and that nothing in this Agreement is intended to make either party an agent, legal representative, subsidiary, joint venturer, partner, employee, or servant of the other party for any purpose whatsoever. Stylist shall be responsible for (i) supplying its own equipment, tools and materials; (ii) setting Stylist’s work hours; (iii) paying his or her business and travel expenses; (iv) ensuring the Stylist’s efforts are profitable; (v) providing its own place of business; (vi) paying all of Stylist’s taxes, including, but not limited to, FICA, FUTA, SUTA, unemployment insurance, and federal or state personal income tax; and (vii) maintaining its own workers’ compensation insurance.
Employment Matters; Disclaimer.
DashStylists disclaims any responsibility for User’s selection of Stylist to perform Beauty Services, and Stylist understands and agrees that the decision to engage or hire any particular Stylist is made solely by the User. Additionally, DashStylists disclaims, and Stylist agrees to hold DashStylists harmless from, any and all employment-related claims that may arise related to Stylist’s performance of Beauty Services to the User, including, but not limited to, claims related to hiring, firing, employment practices, unemployment benefits, discrimination, harassment, wrongful discharge, overtime, or violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990 (the “ADA”), the Fair Labor Standards Act (“FLSA”), or the Family and Medical Leave Act (“FMLA”) (collectively, the “Claims”). Stylist shall assert any such Claim(s) solely against the User.
Stylist acknowledges that he or she may through his or her relationship with DashStylists come into possession of certain confidential information and trade secrets of DashStylists, including, but not limited to, DashStylists’ customer information, policies and procedures, personnel procedures, employee information, employee records, computer software and hardware, and other private, and/or proprietary information relating to DashStylists’ business affairs which is not generally known to the public and was developed and/or is maintained by DashStylists during its course of business. Stylist acknowledges that said Confidential Information is vital to DashStylists’ continued success and that it is necessary for the protection of DashStylists’ legitimate business interests that this information remains strictly confidential. Stylist further acknowledges that all Confidential Information is the sole and exclusive property of DashStylists and protectable by law. Accordingly, Stylist agrees that during the term of this Agreement and for a period of three (3) years thereafter, he, she or it shall hold all such Confidential Information obtained completely and strictly confidential, and agrees not to use, disclose, furnish, copy, scan, duplicate, or distribute, in whole or in part, any such information, or share any proprietary and/or other relative information, except as necessary to carry out the duties hereunder. Should this Agreement or Stylist’s relationship with DashStylists be terminated for any reason, Stylist agrees to immediately return all trade secrets and/or Confidential Information to DashStylists
If Stylist is compelled as a matter of law to disclose any such Confidential Information, Stylist agrees to promptly notify DashStylists so that DashStylists may seek a protective order or take other appropriate action with respect to such disclosure; and Stylist will cooperate with DashStylists’ efforts to obtain such protective order or other reasonable assurance that confidential treatment will be accorded such Confidential Information. If any such protective order is not obtained, Stylist may disclose to the party or authority compelling such disclosure such part of such information as is required by law to be disclosed. Stylist will immediately refer to DashStylists (without further comments or response) all contact DashStylists, questions, and requests for information, from analysts, reporters, or otherwise, regarding DashStylists or this Agreement.
Stylist agrees that during the term of this Agreement and for a period of one (1) year following the expiration or termination hereof (regardless of the reasons for termination), Stylist shall not solicit, engage with, accept employment from, or transact any business with, or attempt to solicit, engage with, accept employment from, or transact any business with, directly or by assisting others, any User with which Stylist became acquainted through the parties’ relationship or through this Agreement.
Stylist acknowledges and agrees that any breach of this Section 5 would give rise to irreparable injury to DashStylists and/or DashStylists’ customers and Users. Accordingly, Stylist agrees that should he, she or it breach this Section 5, or should any such breach appear imminent, then DashStylists shall have the right to seek and obtain all appropriate injunctive relief and other remedies thereof, in addition to any other rights and remedies that may be available at law. Stylist further agrees that DashStylists shall be entitled, without limitation or exclusion to any other remedy sought and/or obtained, to any and all legal and equitable remedies afforded by law. DashStylists shall further be entitled to recover from Stylist all reasonable attorneys’ fees and costs incurred by it in enforcing the terms of this Agreement. Further, Stylist agrees that the existence of any claim by him, her or it against DashStylists or its owners, whether predicated on this Agreement or otherwise, shall not constitute a defense to enforcement by DashStylists of any or all of such provisions of Section Restrictive Covenants.
Either party may terminate this Agreement, with or without cause, at any time upon thirty (30) days’ written notice to the other party. In addition, DashStylists may terminate this Agreement immediately and without prior written notice if (a) a User terminates a particular engagement under which Stylist is providing services; (b) Stylist is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directive of DashStylists or the User; (c) is guilty of serious misconduct in connection with performance hereunder; or (d) materially breaches provisions of this Agreement.
Representations and Warranties by Stylist.
Stylist represents and warrants to DashStylists that each of the following: (a) Stylist’s performance of the duties hereunder does not and will not result in a breach of any duty owed by Stylist to another, under contract or otherwise, or violate any confidence of another; (b) Stylist has not executed any prior non-competition, non-disclosure, or confidentiality agreements that would in any way affect Stylist’s work for DashStylists; (c) Stylist is solely responsible for paying, has paid, and in the future will pay, to appropriate taxing authorities all taxes (including, but not limited to, state and federal unemployment, Social Security, FICA, payroll, state and federal income, or self-employment taxes) levied upon or associated with the commissions paid to Stylist by DashStylists pursuant hereto; (d) Stylist, in rendering his, her or its duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which he, she or it does not have a proprietary interest; (e) Stylist is responsible for maintaining and does maintain worker’s compensation and general liability insurance; and (f) all representations and warranties contained in this Agreement (and in any certificate or other instrument delivered on behalf of any party pursuant hereto or in connection with the transactions contemplated hereby) are true in all material respects on and as of the date so made, will be true in all material respects on and as of the date on which the transactions contemplated hereby are closed, and will survive such date regardless of any investigation made by or on behalf of any party.
If suit is brought by any party to this Agreement to enforce the terms of this Agreement or obtain any money damages or equitable relief for breach, the prevailing party shall be entitled to recover, in addition to any other available remedy, reimbursement for reasonable attorneys’ fees, court costs, costs of investigation, and other related expenses.
Successors and Assigns.
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.
Choice of Law; Choice of Forum.
The parties expressly agree that this Agreement was entered into in the State of Georgia. Accordingly, this Agreement shall be governed by and construed and interpreted in accordance with the substantive law of the State of Georgia applicable to agreements made and to be performed entirely within such state, including all matters of enforcement, validity and performance. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Fulton County, Georgia.
Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.
Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five (5) days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:
- If to Stylist: Address given in subscription
- If to DashStylists:
2674 Brookwood Drive
Atlanta, Georgia 30305
Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.
Entire Agreement; Modification.
This Agreement contains the entire understanding and agreement between the parties relating to the subject matter hereof, and supersedes any prior agreement between the parties. Neither this Agreement nor any provision hereof may be waived, modified, amended, changed, discharged or terminated, except by an agreement in writing signed by the parties against whom enforcement of such waiver, modification, change, amendment, discharge or termination is sought.
Unenforceability of Provisions.
If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.