INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (“Agreement”) is made effective as of 08/03/2021 by and between Meridian Limo LLC., doing business as Meridian Limo, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, “Meridian” “we”, “us,” or “our”), and [Legal First & Last name / Name of Corporate Entity], an individual (“Contractor,” “you,” or “your”), and Meridian Limo LLC., doing business as Meridian Limo, and its subsidiaries, representatives, affiliates, officers, and directors (collectively, “Meridian” “we”, “us,” or “our”) if you perform the Services (defined below) anywhere within the United States.
IMPORTANT: YOU ACKNOWLEDGE AT THE OUTSET THAT, FOR THE PURPOSES OF CARRYING OUT THIS AGREEMENT, YOU AGREE TO ALL TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT. PAY ATTENTION TO SECTION 9, WHICH SETS FORTH THAT WITH CERTAIN EXCEPTIONS YOU AND MERIDIAN MUTUALLY AGREE TO ARBITRATE ANY LEGAL DISPUTES OR CLAIMS THAT MIGHT ARISE BETWEEN YOU. SECTION 9 REQUIRES THAT, EXCEPT AS PROHIBITED BY LAW OR UNLESS YOU OPT-OUT OF THE ARBITRATION PROVISION (AS SET FORTH IN SECTION 9.10), THE PARTIES WILL RESOLVE COVERED DISPUTES OR CLAIMS ON AN INDIVIDUAL BASIS IN AN ARBITRATION PROCEEDING.
- THE MERIDIAN PLATFORM
1.1 Meridian is a technology company that provides a communications and logistics platform that enables consumers who seek personal transportation and/or delivery services from retailers in their area to be matched with third party providers interested in providing those services (the “Meridian Platform”).
1.2 You are an independent provider of personal transportation and/or delivery services. As the Meridian platform is not available to children (persons under the age of 18), you represent and warrant that you, in your capacity as an individual and/or sole proprietor or in your capacity as an individual owner of a corporate entity, are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms of this Agreement. You are in lawful possession of all equipment, insurance, and licenses necessary to perform the transportation and/or delivery services contemplated by this Agreement in accordance with all applicable laws. You desire to enter into this Agreement for the purpose of using the Meridian Platform to obtain business opportunities to perform personal transportation and delivery services on behalf of Clients.
1.3 Meridian is constantly modifying and improving the Meridian Platform. Meridian may introduce new features, change existing features, or remove features from the Meridian Platform at any time and without notice, subject to the terms of this Agreement. If you provide Meridian with any feedback on or comments regarding the Meridian Platform or your provision of Services under this Agreement, you grant Meridian the right to use such feedback or comments for any purpose without restriction or payment to you.
1.4 The Parties agree that they will act in accordance with the terms of this Agreement.
- SERVICES OF THE CONTRACTOR
2.1 From time to time, Meridian may notify you of an opportunity to perform personal transportation and/or delivery services through the Meridian Platform on behalf of clients (a “Job Offered”). If you accept a Job Offered, you agree to use the Meridian Platform to transport passengers from the requested pick up location to the Drop off location following the itinerary or retrieve the requested retail items from the store selected by the customer and deliver them in a safe and timely manner in accordance with the delivery window requested by the client (the “Services”).
2.2 You acknowledge that you, as a prerequisite to performing the Services, in your capacity as an individual and/or sole proprietor or in your capacity as an individual owner of a corporate entity, will need to consent to background checks, and continued access to the Meridian Platform is contingent upon passing the background checks and otherwise complying with the terms of this Agreement (and any documents incorporated by reference). After receiving access to the Meridian Platform, Meridian may conduct additional background checks on you, in compliance with applicable law, through its background check provider. Meridian will issue you a username and password so that you can access the Meridian Platform to provide the Services. You agree that only you will use the username and password, as you are the sole authorized user. Nothing in this Agreement should be construed as precluding you from engaging personnel to assist in the provision of Services, as set forth in further detail in Section 4 below.
2.3 You acknowledge that Meridian does not impose any minimum or maximum amount of Services that you are required to provide. Moreover, you are under no obligation to accept any particular Job Offer that is offered to you. You are free to accept or reject any Job Offer, in your business judgment and discretion. If, however, you do accept a Job Offer, then you are contractually obligated to complete it. You further agree to accept liability for any and all damages resulting from your or your Personnel’s failure to complete a Job Offer in accordance with the terms set forth in this Agreement.
2.4 You agree that there is no minimum or maximum number of Job Offer that Meridian will make available to you. You further agree that Meridian does not dictate the time of the performance of the Services.
2.5 If Meridian desires to engage you for any purposes other than or in addition to the Services, and if you agree to such an additional engagement, you and Meridian shall agree upon the specific terms and conditions. However, such terms and conditions shall govern that additional engagement only and shall not modify the terms and conditions governing the Services as set forth in this Agreement. Any disputes or claims arising out of or related to the provision of such additional engagement shall be governed by the Arbitration Provision (including the opt-out option) in Section 9 of this Agreement.
2.6 The Parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement. Each Job Offer you accept shall be treated as a separate contractual engagement, with no continuing obligation to provide Services. No Services will be performed without the Parties’ mutual agreement.
- RATES AND PAYMENT
3.1 Meridan agrees to pay you for the Services within 30 days of performance. Meridian reserves the right to change the rates for payment components at any time, and Meridian will provide you with notice of the changes in advance of your accepting a Job Offer through Driver Logon App. Meridian does not pay earnings by salary or by an hourly rate.
3.2 For a Job Offer that involves both personal transportation and delivery, you will be provided a payment for each transportation or delivery, which takes into account factors such as weight of items, number and types of items, estimated distance and time, and any applicable incentive. Payment components are shown in the Driver Logon App, and you can review the applicable estimated earnings prior to accepting or rejecting a Job Offer.
3.3 For a Job Offer that involves delivery only, you will be provided a payment for each delivery. Payment components are shown in the Driver Logon App, and you can review the applicable estimated earnings prior to accepting or rejecting a Job Offer.
3.4 You understand and agree that if you are dissatisfied with the payment for a particular Job Offer, you may negotiate for an increase of that payment with Meridian by contacting billing Department. Meridian will consider any such request in good faith, but shall not be obligated to remit payment other than as set forth in the Driver Logon App.
3.5 As a condition of receiving payment, you agree to provide Meridian with your taxpayer identification number and the requisite authorization for required background checks. You shall be responsible for all costs and expenses incurred or necessary in the performance of the Services, including but not limited to phone, parking, vehicle, insurance, and travel expenses.
3.6 You may request that Meridian make earnings payable in your name or in your capacity as a sole proprietorship, trade, or other corporate or business entity.
- YOUR PERSONNEL
4.1 Subject to compliance with this Agreement, you will have sole discretion over whether to engage subcontractors or use employees, assistants or helpers (collectively “Personnel”) to assist in the provision of Services, and you will be solely responsible for the direction and control of your Personnel. Notwithstanding the foregoing, you remain liable for the performance of the Services by your Personnel, and the engagement of Personnel will not release you from any of your obligations under this Agreement.
4.2 You will require all Personnel performing the Services hereunder to comply with all eligibility requirements set forth in Sections 1 and 2 above. You acknowledge that, as a prerequisite to performing the Services, your Personnel will need to consent to background checks, and continued access to the Meridian Platform is contingent upon passing the background checks and otherwise complying with the terms of this Agreement (and any documents incorporated by reference). Before allowing any Personnel to perform the Services, you agree to make your records demonstrating compliance with the foregoing requirements available to Meridian for verification. Meridian’s right to verification herein does not in any way mitigate or reduce your obligation to ensure your Personnel’s compliance with the requirements of this Agreement.
4.3 Any Personnel you engage to assist in the provision of Services will need to access the Meridian Platform using their own separate username and password to provide the Services.
4.4 Payment for Delivery Opportunities accepted by your Personnel will be payable to your Personnel. Payment for Delivery Opportunities accepted by you that are performed by your Personnel will be payable to you. You assume full responsibility, and Meridian will not be responsible, for the payment of any compensation, benefits and/or expenses to your Personnel (which will be determined in your sole discretion) or for any payment from your Personnel to you, and for any required state and federal income tax withholdings, unemployment insurance, and social security taxes related to subcontractors. Unless required by law, Meridian will not have any withholding obligations with respect to compensation of your Personnel.
4.5 As a condition of performing the Services hereunder, any Personnel performing the Services must execute a separate acknowledgment representing, warranting and agreeing to comply with this Agreement. You agree to provide a copy of such acknowledgement and/or contract between you and your Personnel to Meridian for verification.
4.6 As further set forth in Section 7 below, you agree to indemnify, defend, and hold harmless Meridian, and Meridian’s officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that any of your Personnel may assert against Meridian that result from, or are related to the performance of the Services, by you or your Personnel, including claims for unpaid wages, benefits and/or expenses, whether brought under federal, state or local law.
- TERMINATION OF AGREEMENT
5.1 You may terminate this Agreement at any time upon written (including email) notice to Meridian. If your termination of this Agreement results in your failure to complete an accepted Job Offer in accordance with the terms set forth in this Agreement, you may be subject to liability for any and all damages resulting therefrom.
5.2 Meridian may immediately terminate this Agreement, upon written (including email) notice to you in the event you engage in a material breach of the terms of this Agreement, including, but not limited to, any act that violates Meridiant’s Policies, such as when you:
- Cause a safety issue;
- Violate applicable local, state, or federal laws or applicable guidance;
- Fail to meet acceptable standards of service with respect to the end result of the Services as specified by the customer;
- Repeatedly fail to deliver on time or repeatedly fail to deliver complete orders;
- Fail your background checks after signing this Agreement;
- Invade customer privacy;
- Engage in or encourage fraudulent conduct;
- Misuse or otherwise improperly disclose Confidential Information, or reproduce or prepare derivative works based on Meridian’s platform, in violation of Section 8 of this Agreement;
- Invalidate this Agreement through an improper signature.
5.3 Meridian reserves the right to modify the terms of Full Service Shopper Account Access Guidelines from time to time when Meridian determines, in its reasonable and good faith business judgment, it is necessary to do so to ensure the safe and reliable operation of the Meridian platform. Any such modifications shall be effective upon posting on the Meridian Platform, either through the Meridian website or in the Driver Logon App. Your continued use of the Meridian Platform or performance of Services after any such changes are posted shall constitute your consent to such modifications.
5.4 Notwithstanding anything to the contrary, Meridian may stop providing access to the Meridian Platform, services, or features to you or to users of the Meridian Platform generally when Meridian determines, in its reasonable and good faith business judgment, it is necessary to do so to ensure the safe and reliable operation of the Meridian platform. Additionally, the Parties agree that the contract terminates with no written notice required if either: you do not provide any Services under the Agreement within 45 consecutive days of executing it; or, after you have started to perform Services, you do not provide Services for 75 consecutive days. You understand that upon termination of the Agreement, there is no guarantee of a presentation of a new contract.
- RELATIONSHIP OF THE PARTIES
6.1 You enter into this Agreement as an independent contractor with a business relationship between you and Meridian. You acknowledge and agree that you operate a business separate and distinct from Meridian, and that both you and Meridian are able to operate your respective businesses without the other. It is understood that in agreeing to provide Services under this Agreement, Contractor shall be acting and shall act at all times as an independent contractor, and not as an employee of Meridian for any purpose whatsoever, including without limitation, for purposes relating to taxes, payments required by statute, or any other withholdings or remittances to any governmental agency or authority. Under no circumstances shall you look to Meridian as your employer, partner, joint venturer, agent, or principal, nor shall this Agreement be construed to establish any such relationship. YOU SHALL NOT BE ENTITLED TO ANY EMPLOYEE BENEFITS ACCORDED TO MERIDIAN’S EMPLOYEES, INCLUDING BUT NOT LIMITED TO, WORKERS’ COMPENSATION, DISABILITY INSURANCE, HEALTH INSURANCE, VACATION, OR SICK PAY. You further acknowledge that this Agreement does not create any employer-employee relationship between a third party retailer and yourself, and that you are not entitled to any benefits, including but not limited to, Workers’ Compensation coverage, afforded to any employees of a third party retailer.
6.2 Meridian is interested only in the results to be achieved by you under this Agreement. You shall be solely responsible for determining the manner and method of performing all Services under this Agreement, and achieving the desired results, in a lawful and safe manner. Meridian shall have no right to control, oversee, or supervise you in the performance of the Services under this Agreement. Nor shall Meridian have a right to control, oversee, or supervise any Personnel you engage to assist you in the provision of the Services under this Agreement. You acknowledge that Meridian does not provide or require training as to the performance of the Services under this Agreement.
6.3 ON A CONTINUING BASIS, YOU SHALL BE SOLELY RESPONSIBLE FOR, AND TO THE EXTENT REQUIRED BY LAW:
- SECURING AND PAYING FOR WORKER’S COMPENSATION INSURANCE;
- SECURING AND PAYING DISABILITY INSURANCE, HEALTH INSURANCE, AND/OR OTHER SIMILAR INSURANCE;
- SECURING AND PAYING UNEMPLOYMENT OR OTHER SIMILAR INSURANCE CONTRIBUTIONS;
- SECURING AND PAYING ALL NECESSARY LIABILITY INSURANCE FOR YOU AND ANY PERSONNEL;
- SECURING AND PAYING FOR AUTOMOBILE INSURANCE IN COVERAGE AMOUNTS CONSISTENT WITH LEGAL REQUIREMENTS, INCLUDING ANY REQUIRED NO FAULT AUTOMOBILE INSURANCE OR COMMERCIAL LIABILITY INSURANCE; AND
- WITHHOLDING INCOME AND REPORTING WAGES, OTHER SIMILAR TAXES, OR SOCIAL SECURITY, ON BEHALF OF YOURSELF AND ANY PERSONNEL AS LEVIED AND/OR REQUIRED BY ANY FEDERAL, STATE, LOCAL, OR ANY OTHER GOVERNMENTAL AUTHORITY.
YOU UNDERSTAND THAT MERIDIAN DOES NOT PROVIDE ANY INSURANCE LISTED ABOVE, YOU SHOULD VERIFY WHETHER YOUR AUTOMOBILE INSURANCE COVERS PERFORMANCE OF YOUR SERVICES, NOT ALL INSURANCE POLICIES COVER SUCH SERVICES, AND YOU ARE NOT ENTITLED TO RECEIVE SUCH INSURANCE COVERAGE FROM MERIDIAN. YOU FURTHER UNDERSTAND THAT ITEMS LISTED IN THIS SECTION (FOR EXAMPLE, COMMERCIAL AUTOMOBILE INSURANCE) MAY BE REQUIRED IN YOUR JURISDICTION, AND YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO DETERMINE IF ANY OF THE ABOVE IS REQUIRED. YOU AGREE TO ABIDE WITH ALL APPLICABLE LAWS, STATUTES, AND REGULATIONS AS THEY RELATE TO THIS SECTION.
Meridian shall not be liable for any penalties, levies, fines and/or fees, which may be imposed if such taxes and/or other contributions are not paid by you. You further agree that you shall defend, indemnify, and hold Meridian and its affiliates, and their respective officers, directors, shareholders, employees, agents, successors and permitted assigns thereof harmless for any and all judgments, levies, fines, costs, penalties, assessments or fees associated with such required payments, or with respect to any demand or claim related in any way to any failure to declare, collect, remit, and/or pay on a timely basis all such taxes and related amounts.
6.4 You have no authority to make promises, agreements, or otherwise make commitments on Meridian’s behalf.
6.5 Nothing herein will preclude you from providing services to any other business, including a business directly competing with Meridian. You may represent, perform services for, or be employed by, any third persons or companies as you see fit, provided that such services do not hinder the performance of the Services under this Agreement. It is also an express violation of the terms of this Agreement to sign up for the Meridian Platform for the purpose of providing information about Meridan’s Platform or its operations to any of Meridian’s competitors or for the purpose of providing Meridian’s competitors with a competitive advantage against Meridian in any way.
6.6 Meridian does not guarantee the availability of the Meridian Platform. You understand that the Meridian Platform may be unavailable at any time and for any reason. The Meridian Platform may be subject to delays, and Meridian is not responsible for any delays, damages, or losses resulting from the delays.
- CONTRACTOR’S REPRESENTATIONS AND INDEMNITIES
7.1 You represent and warrant that:
- You have the full power and authority to enter into this Agreement and to perform your obligations hereunder;
- You will comply, and will cause your Personnel to comply, with all applicable laws in your performance of this Agreement, including without limitation all applicable anti-corruption, anti-money laundering, export control, and trade sanctions laws;
- You and your Personnel have and will maintain at all times the qualifications, licenses, registrations, insurance, and other governmental authorizations necessary to perform the Services;
- You and your Personnel possess the appropriate skills to perform the Services in a competent, safe, and professional manner, in accordance with industry standards and applicable law; and
- Neither you nor any of your Personnel are (i) identified on any of the restricted party lists maintained by the U.S. Government, including the U.S. Department of the Treasury’s Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, and the U.S. Department of Commerce’s Denied Persons List, Unverified List, and Entity List (the “Restricted Party Lists”), or (ii) owned, controlled, or employed, directly or indirectly, by one or more parties identified on any of the Restricted Party Lists.
7.2 You agree that you shall and do hereby indemnify, defend, and hold harmless Meridian, and Meridian’s officers, directors, shareholders, employees and agents, and its or their successors and assigns, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable legal fees and costs, that any of the foregoing persons or any other persons may incur or suffer and that result from, or are related to: (a) the performance of the Services, including by you or your Personnel; (b) any breach or failure by you or your Personnel to perform or abide by any of the representations, warranties, and agreements set forth in this Agreement or incorporated by reference; (c) your or your Personnel’s violation of any law or the rights of a third party, including a customer, retail partner, or any individual associated with a retail partner, as a result of your own or your Personnel’s interaction with such third party; (d) any allegation that any materials that you or your Personnel use in carrying out the Services infringe or otherwise violate the copyright, trademark, trade secret, or other rights of any third party; (e) your or your Personnel’s ownership, use or operation of a motor vehicle or passenger vehicle, including during your or your Personnel’s provision of Services; and/or (f) any other activities in connection with the Services or the actions of your Personnel. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You agree that Meridian is not responsible for any loss, damage or depreciation that may occur to your or your Personnel’s equipment, including but not limited to your or your Personnel’s vehicle.
7.3 ON A CONTINUING BASIS, YOU SHALL BE RESPONSIBLE FOR:
- MAINTAINING A VALID DRIVER’S LICENSE AND BEING MEDICALLY FIT TO OPERATE A MOTOR VEHICLE;
- MAINTAINING ANY OTHER REQUIRED LICENSES, REGISTRATIONS, INSURANCE, AND PERMITS USUAL OR NECESSARY FOR PERFORMING THE SERVICES;
- OWNING OR HAVING THE LEGAL RIGHT TO OPERATE THE VEHICLE YOU OR YOUR PERSONNEL USE WHEN PROVIDING SUCH SERVICES; and
- DRIVING SAFELY AND NOT ENGAGING IN UNSAFE BEHAVIOR, INCLUDING BEING UNDER THE INFLUENCE OF ALCOHOL OR DRUGS WHILE DRIVING.
You agree to provide, upon our request, proof of insurance coverage, valid licenses, valid vehicle registration, and your criminal or driving record, provided Meridian can request this information under applicable law.
7.4 You will be solely responsible for procuring all equipment, supplies, tools, and/or instrumentalities that are necessary to perform the Services and obligations under this Agreement. You agree that while providing Services using the Meridian Platform, you will maintain the latest version of the Driver Logon App. You agree that by downloading and using the Driver Logon App, you are bound by any future amendments and additions to information referenced in the Meridian Limo Passenger App and the Meridian Limo Terms and Conditions ( https://www.meridianlimo.com/terms/ ), and the ability to continue to use of the Meridian Limo Passenger App is consideration for and consent to such changes.
7.5 You agree that you will perform the Services in a competent, safe, and professional manner, in accordance with industry standards, recognizing that the Services are personal to the customer, in order to maximize customer satisfaction and to achieve the results represented to the customer. You understand that the Services you provide to the customer create a direct business relationship between you and the customer. You also agree that repeated cancellation of your commitments to provide the Services results in abuse of the Meridian Platform and constitutes a material breach of this Agreement that may result in termination of the Agreement. You agree to comply with any laws and regulations applicable to the performance of the Services. You further recognize and agree that customer satisfaction in the Services provided to the customer are measured, and repeated customer complaints or feedback is a reason to terminate the Agreement under Section 5, above.
7.7 You agree to accept communications from Meridian via the Driver Logon App, SMS, text message, email, and/or by telephone, and you agree that such communications do not violate the Telephone Consumer Protection Act (“TCPA”), the Telemarketing Sales Rule (“TSR”), any implementing regulations of the TCPA or TSR, or any similar state laws or regulations. You consent to have Meridian call or text message you on any day (inclusive of weekends and holidays) and at any time at the phone number(s) you have directly or indirectly provided to Meridian, and to the use of an auto dialer or a prerecorded or artificial voice to deliver a message, in connection with your use of the Meridian Platform, or for any other purposes including but not limited to telemarketing purposes. In addition, you consent to have Meridian call or text message you through the App on the wireless telephone that you have elected to use to download and host the App, and to the use of an autodialer or a prerecorded or artificial voice to deliver a message for any purposes, including but not limited to telemarketing purposes. This consent is not required to be provided as a condition of purchasing any property, goods, or services. This consent is part of the bargained for exchange in this contract and may not be revoked while this Agreement is in effect. You agree that telephone calls between you and Meridian or its agents or partners may be recorded and that you hereby consent to any such recording. You agree not to use Meridian customer contact information for any purpose other than provision of the Services. You further agree to comply with the TCPA, TSR, and any implementing regulations of the TCPA and TSR, as well as any similar state laws in communicating with Meridian customers.
7.8 You agree that, if you accept a Job Offer that includes an alcohol purchase, you are solely responsible for ensuring compliance with all federal, state, and local laws and guidance, including but not limited to ensuring that the individual accepting the order has a valid identification, is 21 years of age or older, and is not visibly intoxicated.
7.9 You agree that, if you accept a Delivery Opportunity that includes an item that needs to maintain either a hot or cold temperature, you will ensure compliance with all federal, state, and local laws and guidance and deliver the item in a manner that ensures the health and safety of the customer. You further agree that you will lawfully acquire any equipment, including but not limited to insulated bags, needed to perform the Services.
- NONDISCLOSURE OF CONFIDENTIAL INFORMATION
8.1 During the course of your relationship with Meridian, you may have access to and/or become acquainted with confidential, proprietary, and/or trade secret information of Meridian and/or its customers (collectively, “Confidential Information”), which is valuable to Meridian. Confidential Information includes any and all information relating in any manner to the business, including but not limited to aspects of its technology platform, which includes the Shopper App. Confidential Information further includes any and all information relating in any manner to the business of Meridian’s clients, as applicable, and its and their consultants, customers, clients, and business associates, which is not known generally to the public. Confidential Information also includes, but is not limited to, Meridian’s business practices or operations, trade secrets, client or vendor lists, client information, customer lists, and customer information (including but not limited to the identity, address, and contact information of customers), contracts, agreements, accounting or financial information, pricing information, business plans and data, formulae, technical know-how, processes, methods, techniques, procedures, software, databases, marketing strategies and data, pending projects and proposals, programs, designs, drawings, diagrams, test data, research and other such information of a confidential nature regardless of whether furnished before or after the date of execution of this Agreement, whether oral or written, and regardless of the form of communication or the manner in which it is furnished and all analyses, compilations, data, studies, notes, interpretations, memoranda, extracts, or other documents prepared by Meridian containing or based in whole or in part on any such furnished information. You specifically agree that all Confidential Information shall be treated as confidential without regard to whether any specific item of information or material has been labeled “Confidential,” “Secret,” or “Trade Secret,” or any similar designation. Confidential Information does not include, however, information that you can show by documentary evidence: (i) is or has become generally available to the public through no wrongful act of your own; or (ii) has been independently acquired or developed by you without violating any of your obligations under any agreement with Meridian, any agreement with a third party, or applicable law.
8.2 You: (i) will hold and maintain all Confidential Information in the strictest confidence; (ii) agree not to copy, reproduce, or create derivative works relating in any way to Meridian’s technology platform, including its App; (iii) except as reasonably necessary to perform the Services or as authorized in writing by Meridian, will not at any time, whether during or subsequent to the term of this Agreement, in any fashion, form or manner, either directly or indirectly, use, divulge, disclose, or communicate any Confidential Information to any person, firm, corporation, or entity in any manner whatsoever; and (iv) shall require, and ensure that its directors, officers, employees, agents, and permitted subcontractors who may receive Confidential Information maintain the same in strict confidence and not use or disclose the information except as permitted under this Agreement. You further agree specifically that you will keep secret from any person or entity all Confidential Information learned, transmitted, or otherwise obtained by you, including but not limited to Confidential Information about Meridian and its operations. You acknowledge that further customer-specific compliance requirements may be applicable and enforceable against you. Except for the purpose of providing the Services, at no time will you turn over your username for or password to the Shopper App to any third party.
8.3 You agree that all drawings, memorandums, invoices, diaries, project books, notebooks, sketches, reports, manuals, computer programs, computer files, screenshots, and any other materials in any manner and in any medium affecting, recording, or relating to Meridian’s Confidential Information shall at all times be and remain Meridian’s sole property, and shall not be removed from Meridian’s premises under any circumstances whatsoever without Meridian’s prior written consent, except when (and only for the period) necessary to carry out the Services hereunder, and if removed shall be immediately returned to Meridian upon termination of this Agreement, and no copies shall be kept by you. Upon Meridian’s request, you will provide a truthful declaration to Meridian certifying that all Confidential Information and all copies thereof have been delivered to Meridian, and deleted from your computers, laptops, telephones, or other electronic or recording device.
8.4 If you are required by applicable law or regulation or by legal process to disclose any Confidential Information, you will immediately notify Meridian in writing prior to making any such disclosure and assist Meridian in seeking a protective order or other appropriate remedy. You further agree that if Meridian is not successful in precluding the requesting legal body from reviewing the Confidential Information, you will furnish only that portion of the Confidential Information that is legally required and will exercise your best efforts to obtain reliable assurances that confidential treatment will be accorded the Confidential Information.
8.5 The restrictions placed upon you in this Section will survive the termination of this Agreement and continue in perpetuity. You agree that any breach of any term of this Section is a material breach of this Agreement.
- MUTUAL AGREEMENT TO ARBITRATE DISPUTES (“ARBITRATION PROVISION”)
9.1 Intent to Arbitrate. You and Meridian agree to first attempt to resolve any disputes or claims amicably by providing 30 days written notice prior to filing any such dispute or claim. If the dispute or claim is not resolved amicably, and except as otherwise provided in this Arbitration Provision, you and Meridiant agree that to the fullest extent permitted by law, ANY AND ALL DISPUTES OR CLAIMS BETWEEN YOU AND MERIDIAN shall be exclusively resolved by final and binding arbitration by a neutral arbitrator, including without limitation any and all disputes or claims BETWEEN YOU AND MERIDIAN, whether in contract, tort, or otherwise, relating to the formation (including unconscionability and invalidity), existence, breach, termination, interpretation, enforcement, validity, scope, and applicability of the Agreement, or the Services agreed to herein, or any claim on any basis under federal, state, or local law, which could otherwise be heard before any court of competent jurisdiction. By signing this Agreement, and unless otherwise stated in this Arbitration Provision, you and Meridian hereby waive their right to have any covered dispute, claim, or controversy decided by a judge or jury in a court. You and Meridian also understand and agree that Meridian’s business and your Services involve commerce under the Federal Arbitration Act. You and Meridian expressly agree that this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) even in the event Meridian and/or you are otherwise exempted from the FAA. Any disputes or claims in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, there is a final determination by a court of competent jurisdiction that the FAA does not apply, the state law governing arbitration agreements in the state in which you provide the majority of your Services shall apply. You and Meridian anticipate that by entering into this Arbitration Provision, they will gain the benefits of a speedy and less expensive dispute resolution procedure. This Arbitration Provision shall encompass all disputes and claims that Meridian may have against you, or that you may have against Meridian and/or any of its officers, directors, employees, owners, agents, representatives, benefit plans, sponsors, fiduciaries, parents, subsidiaries, or affiliated entities (each of which may enforce this Arbitration Provision as a third party beneficiary) arising out of or relating to this Agreement, your classification as an independent contractor, or the Services performed by you. Subject to the limitations set forth in Section 9.6, you and Meridian agree that the third party retailers at or in whose premises the Services under this Agreement may be performed, as well as any consumer reporting agency responsible for providing background check services of you, are intended third party beneficiaries of this Arbitration Provision. For additional clarity, by signing this Agreement, you and Meridian hereby expressly waive, to the extent permitted by applicable law, their right to have any dispute or claim resolved by a court unless specifically set out herein.
9.2 Delegation. Except as this Arbitration Provision otherwise provides, the arbitrability of any dispute between you and Meridian, including whether or to what extent all or part of this Arbitration Provision is invalid, unconscionable, or otherwise unenforceable, and whether a dispute, claim, or controversy is subject to arbitration, is a decision that will be submitted exclusively to the arbitrator, and will not be decided by any federal or state court. You and Meridian intend this delegation clause to be clear and unmistakable evidence of your and Meridian’s agreement to delegate these issues to the arbitrator, subject to the exceptions stated in the Sections 9.4 and 9.5, which set forth that this delegation clause shall not apply to the Waiver of Class Action Claims and Waiver of Representative Action Claims.
9.3 Covered Claims. Except as otherwise provided in this Arbitration Provision, the disputes and claims covered by this Arbitration Provision include any and all disputes and claims BETWEEN YOU AND MERIDIAN arising out of or relating to this Agreement, your classification as an independent contractor, or the Services performed under this Agreement, which could otherwise be heard before a court of competent jurisdiction (a “Claim”), including but not limited to disputes or claims related to allegations of wrongful termination; breach of any contract or covenant, express or implied; breach of any duty owed to you by Meridian or to Meridian by you; personal, physical or emotional injury (excluding benefit claims covered under the Workers’ Compensation Act); fraud, misrepresentation, defamation, and any other tort claims; wages or other compensation due; penalties; benefits; reimbursement of expenses; discrimination or harassment, including but not limited to discrimination or harassment based on race, sex, color, pregnancy, religion, national origin, ancestry, age, marital status, physical disability, mental disability, medical condition, or sexual orientation; retaliation; violation of any local, state, or federal constitution, statute, law, ordinance or regulation (as originally enacted and as amended), including but not limited to Fair Credit Reporting Act, Defend Trade Secrets Act, 42 U.S.C. §1981, Rehabilitation Act, Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, Equal Pay Act, Title VII of the Civil Rights Act of 1964, Age Discrimination in Employment Act of 1967, Americans With Disabilities Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by Meridian and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Immigration Reform and Control Act, Consolidated Omnibus Budget Reconciliation Act, Family and Medical Leave Act, False Claims Act, California Fair Employment and Housing Act, California Family Rights Act, California Labor Code, California Civil Code, and the California Wage Orders, and all other federal, state or local statutory and legal claims arising out of or relating to your relationship with Meridian (including without limitation misclassification claims) or the termination of that relationship (including without limitation torts and post-termination defamation or retaliation).
This includes all claims that arose before the signing of this or any prior Agreement and any claims that may arise after the signing or termination of this Agreement, except as otherwise provided in Section 9.6.
A Claim under this Section also includes all claims or disputes between you and any third party retailer arising out of or related to the Services performed under this Agreement that may be brought against third party retailer at or in whose premises the Services under this Agreement may be performed. A Claim also includes all claims or disputes between you and a third party concerning the provision of any background check of you by a consumer reporting agency. Any disputes or claims in this regard shall be resolved exclusively by an arbitrator.
A Claim arising under any law that requires resort to an administrative agency shall be brought before such agency as required by law, and that after exhaustion of administrative remedies, the Claim must be pursued through this binding arbitration procedure to the fullest extent permitted by law.
9.4 Waiver of Class Action Claims. By signing this Agreement, Meridian and you agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff, class representative, or class member in any purported class or collective proceeding or action. Notwithstanding any other provision of this Arbitration Provision or the applicable arbitration rules under the International Institute for Conflict Prevention and Resolution (“CPR”) or ADR Services, Inc. (as described below): (1) Any claim that all or part of this Waiver of Class Action Claims is unenforceable, unconscionable, void, or voidable shall be determined only by a court of competent jurisdiction and not by an arbitrator; and (2) If the waiver set forth in this Section is found to be unenforceable, any class or collective action claims will be litigated in a court of competent jurisdiction and not as a class or collective arbitration.
9.5 Waiver of Representative Action Claims. By signing this Agreement, Meridian and you agree that each may bring and pursue claims against the other only in their individual capacities, and may not bring, pursue or act as a plaintiff or representative in any purported representative proceeding or action or otherwise participate in any such representative proceeding or action. Notwithstanding any other provision of this Agreement or the applicable arbitration rules under CPR or ADR Services, Inc. (as described below): (1) Any claim that all or part of this Waiver of Representative Action Claims is unenforceable, unconscionable, void, or voidable shall be determined only by a court of competent jurisdiction and not by an arbitrator; and (2) If the waiver set forth in this Section is found to be unenforceable, any representative action claims will be litigated in a court of competent jurisdiction and not as a representative arbitration.
9.6 Claims Not Covered. This Arbitration Provision does not apply to litigation between you (as a party or class member) and Meridian pending in a state or federal court or arbitration as of the date of your receipt of this Agreement. Claims not covered by this Agreement are claims for workers’ compensation benefits, unemployment compensation benefits, or any other claims that as a matter of controlling law cannot be arbitrated. Nothing in this Agreement prohibits you from exercising rights protected under the National Labor Relations Act or from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Agreement prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Disputes or claims between Meridian and any third party beneficiaries are not covered by the terms of this Arbitration Provision.
9.7 Arbitration Procedures and Location. Except as described below for Contractors providing services in California, by signing this Agreement, you and Meridian further agree that any arbitration shall be conducted before one neutral arbitrator selected by the Parties as provided by the CPR Administered Arbitration Rules and, if applicable, the CPR Employment-Related Mass-Claims Protocol (collectively, the “CPR Rules”). The arbitration shall be conducted under the CPR Rules then in effect. You may obtain a copy of the CPR Rules by requesting a copy from Meridian or by accessing CPR’s website at www.cpradr.org and searching, or using other websites to search, for “CPR Administered Arbitration Rules” and “CPR Employment-Related Mass-Claims Protocol.” By signing this Agreement, you acknowledge that you have had an opportunity to review the CPR Rules before signing this Agreement. If CPR is not available to hear the matter in dispute, you and Meridian shall confer and agree upon a mutually agreeable arbitral forum. The unavailability of CPR or any other arbitral forum shall not be a basis to invalidate the Parties’ agreement to arbitrate. If for any reason you and Meridian cannot agree to an arbitral forum, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
California Contractor Arbitration Rules: For any Contractor providing services in California, the Contractor and Meridian agree any arbitration shall be conducted before one neutral arbitrator selected by the Parties as provided by ADR Services, Inc.’s (“ADR Services Rules”). The arbitration shall be administered by ADR Services, Inc. and shall be conducted under the ADR Services Rules then in effect. You may obtain a copy of the ADR Services Rules by requesting a copy from Meridian or by accessing the ADR Services, Inc.’s website at https://www.adrservices.com/services/arbitration-rules. By signing this Agreement, you acknowledge that you have had an opportunity to review the ADR Services Rules before signing this Agreement. If ADR Services is not available to hear the matter in dispute, you and Meridian shall confer and agree upon a mutually agreeable arbitral forum. The unavailability of ADR Services or any other arbitral forum shall not be a basis to invalidate the Parties’ agreement to arbitrate. If for any reason you and Meridian cannot agree to an arbitral forum, either party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral arbitrator.
The arbitration shall be held in the United States county where you live or perform Services or in any other location you and Meridian mutually agree upon in writing.
9.8 Arbitration Fees, Attorney’s Fees, and Costs. You and Meridian shall follow the CPR Rules or ADR Services Rules applicable to initial filing fees, but in no event will you be responsible for any portion of those fees in excess of the filing or initial appearance fees applicable to court actions in the jurisdiction where the arbitration will be conducted. After you pay your portion of any initial filing fee, Meridian shall pay any remaining portion of the initial fee and will also pay all costs and expenses unique to arbitration, including, without limitation, the arbitrator’s fees and any CPR or ADR Services Inc.’s arbitration administrative expenses. Payment of all filing, administration, and arbitrator fees (collectively, “arbitration fees”) will be governed by the applicable CPR Rules or ADR Services Rules and the laws of the jurisdiction in which you performed Services. In all cases required by law, Meridian will pay the full amount of the arbitration fees. Any disputes in that regard will be resolved by the arbitrator as soon as practicable after the arbitrator is selected, and Meridian shall bear all of the arbitration fees until such time as the arbitrator resolves any such dispute. You may be represented by counsel during any arbitration proceeding. Each party shall pay its own costs and attorney’s fees, subject to the arbitrator’s ability, described in Section 9.9, to award costs and attorney’s fees to the extent such a remedy would have been available to the parties had the matter been heard in a court.
9.9 Awards. The arbitrator is authorized to award only those remedies or relief available under applicable law and that the arbitrator deems just and equitable, including any remedy or relief that would have been available to the Parties had the matter been heard in a court, except that this Section does not encompass, permit or authorize any remedy or relief awarded on a class-wide, collective or representative basis. The decision of the arbitrator shall be in writing and shall provide the findings of act and conclusions of law supporting the award unless you and Meridian agree otherwise. You or Meridian may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitral controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this agreement to arbitrate. The court to which the application is made is authorized to consider the merits of the arbitral controversy to the extent it deems necessary in making its ruling, but only to the extent permitted by applicable law. All determinations of final relief, however, will be decided in arbitration.
9.10 (a) Opt-Out for Arbitration Provision. You have 30 calendar days from the date you sign this Agreement to opt-out of the Arbitration Provision. However, opting-out of this Arbitration Provision does not affect any other part of this Agreement. If you opt-out of the Arbitration Provision, then neither you nor Meridian will be bound by the terms of this Arbitration Provision. Should you not opt-out in accordance with this Section within the 30 day period, then this Arbitration Provision will become fully effective and binding as of the date the Agreement is executed by you. If you agreed to a previous arbitration agreement with Meridiant and opt out of this Arbitration Provision, you remain bound by that prior arbitration agreement and must arbitrate any and all claims or disputes covered by that prior arbitration agreement, regardless of whether those claims or disputes arise after the date you execute this Agreement.
(b) To opt-out, within 30 days from the date you sign this Agreement, you must notify Meridian in writing of your intent to opt-out of the Arbitration Provision by providing your first and last name and a clear statement of your intent to opt-out such as “I wish to opt-out of the Arbitration Provision” or words to that effect. The written intent to opt-out must be provided either by: (1) sending electronic mail to firstname.lastname@example.org; or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g. Federal Express, UPS), or delivered by hand to:
Meridian Limo LLC., d/b/a Meridian Limot c/o 8 The Green, STE 4631
Dover DE 19901
(c) In order to be effective, the letter under option (2) must be dated and signed and the envelope containing the signed letter must be received (if delivered by hand) or post-marked within 30 days of the date you sign this Agreement. Your written intent to opt-out of the Arbitration Provision, whether sent by (1) or (2), will be maintained by Meridian, and you are encouraged to retain a copy for your records.
Except as explicitly provided in Section 9.10, any notices to Meridian shall be given by certified mail, postage prepaid and return receipt requested to:
Meridian Limo LLC., d/b/a Meridian Limo c/o 8 The Green, STE 4631
Dover DE 19901
Such notice shall be deemed given three days after the date of mailing. Any notices to you shall be provided through the Shopper App or given via the email address you provided to Meridian , and such notice shall be deemed given immediately upon sending. Alternatively, Meridian may provide you notice by certified mail to the address provided by you to Meridian. In such case, notice shall be deemed given 3 days after the date of mailing.
- SUCCESSORS AND ASSIGNS
This Agreement is intended to bind and inure to the benefit of and be enforceable by Meridian, you, and our respective heirs, successors and assigns, except that you may not assign your rights or delegate your duties or obligations hereunder (including, without limitation, pursuant to any subcontract) without the prior written consent of Meridian. This should not be construed as precluding you from hiring individuals to assist in the provision of Services.
Except as explicitly set forth in Section 9.4 and 9.5, in the event that any provision of this Agreement is held to be illegal, invalid, void, null, or unenforceable, the remainder of the Agreement shall remain in full force and effect. In cases where some claims are arbitrable under the Arbitration Provision but other claims are not arbitrable, the claims that are not arbitrable shall be stayed in a court of competent jurisdiction pending the outcome of the arbitration of the arbitrable claims.
- MODIFICATION AND WAIVER
13.1 The Agreement can only be revoked or modified in writing signed by both Parties that specifically states an intent to revoke or modify this Agreement. This Agreement shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and, unless as permitted herein, shall not be modified, altered, changed, or amended in any respect, unless in writing and signed by both Parties. Before accepting any modifications, alterations, changes, or amendments, you shall have the right to discuss any proposed changes with Meridian and consider whether to continue your contractual relationship with Meridian. Unless otherwise stated in this Agreement, THIS AGREEMENT SUPERSEDES ALL PRIOR AGREEMENTS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE INSTACART PLATFORM. No waiver by any Party to this Agreement of any provision hereof shall be deemed to be a waiver of any other provision of this Agreement, or of any subsequent breach of such provision, or a waiver of any other provision of this Agreement by any other.
13.2 Meridian also reserves the right to modify any information referenced in the hyperlinks included in this Agreement from time to time in its reasonable and good faith business judgment. Any such modifications shall become effective upon posting. Continued use of the Meridian Platform or performance of Services after any such changes are posted shall constitute your consent to such changes. Unless material changes are made to the Arbitration Provision herein, you agree that modification of this Agreement and/or the hyperlinks included in this Agreement does not create a renewed opportunity to opt-out of arbitration (if applicable). As set forth in Section 9.10, a renewed opportunity to opt-out of the arbitration will not relieve you of any prior and/or other arbitration agreement(s) with Meridian to which you may be bound.
By executing this Agreement, the Parties represent that they have been given the opportunity to fully review, comprehend, and negotiate the terms of this Agreement. The Parties understand the terms of this Agreement and freely and voluntarily sign this Agreement. If you have any questions about this Agreement, you may wish to consult an attorney and are free to do so.
- GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of California; however, the Parties agree that Arbitration Provision is governed by the Federal Arbitration Act as provided in Section 9.1. The language in all parts of this Agreement shall in all cases be construed according to its fair meaning and not strictly for or against either Party.
- ENTIRE AGREEMENT
Except to the extent that you opt-out of the Arbitration Provision in this Agreement and are bound by previous and/or other arbitration agreement(s) with Meridian, this Agreement supersedes any and all other agreements between you and Meridian, whether oral or in writing, and contains all of the covenants and agreements between you and Meridian with respect to your Services. You and Meridian each acknowledge that no representations, inducements, promises, or agreements, originally or otherwise, have been made to either Party to the other, or by anyone acting on behalf of either Party, which are not embodied herein.
- EFFECTIVE DATE
The Effective Date of this Agreement is the date upon which you sign.