Updated GoGetter Independent Contract Driver Terms and Conditions Agreement
Effective:May 1, 2018
This Agreement ("Agreement") is made and entered into by and between you, the undersigned contractor ("CONTRACTOR"), an independent contractor engaged in the business of performing the delivery services contemplated by this Agreement, and Double J Logistics Ltd. ("GOGETIT242" or "COMPANY"). This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.
IMPORTANT:PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XI, AS IT REQUIRES THE PARTIES (UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XI, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
GOGETIT242 is a company that provides an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers ("GOGETIT242 platform" or"platform"). GOGETIT242's software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, GOGETIT242 software notifies contractors that a delivery opportunity is available and the GOGETIT242 software facilitates completion of the delivery. GOGETIT242 is not a restaurant, food delivery service, or food preparation business.
CONTRACTOR is an independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery services contemplated by this Agreement in accordance with local applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through GOGETIT242'S platform. CONTRACTOR understands and expressly agrees that he/she is not an employee of GOGETIT242 or any restaurant, other business or consumer and that he/she is providing delivery services on behalf of him/herself and his/her business, not on behalf of GOGETIT242. CONTRACTOR understands (i) he/she is free to select those times he/she wishes to be available on the platform to receive delivery opportunities; (ii) he/she is free to accept or reject the opportunities transmitted through the GOGETIT242 platform by consumers, and can make such decisions to maximize his/her opportunity to profit; and (iii) he/she has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.
Inconsideration of the above, as well as the mutual promises described herein, GOGETIT242 and CONTRACTOR (collectively "the parties") agree as follows:
I.PURPOSE OF THE AGREEMENT
This Agreement governs the relationship between GOGETIT242 and CONTRACTOR, and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the "Contracted Services" as defined herein. However,nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
CONTRACTOR shall have no obligation to accept or perform any particular"Delivery Opportunity" (as that term is defined herein)offered by GOGETIT242. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement,
CONTRACTOR represents that he/she operates an independently established enterprise that provides delivery services, and that he/she satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate his/her business and how to perform the Contracted Services.
CONTRACTOR agrees to fully perform the Contracted Services in a timely,efficient, safe, and lawful manner. GOGETIT242 shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient,and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for others and to hold him/herself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent CONTRACTOR or GOGETIT242 from doing business with others. GOGETIT242 does not have the right to restrict CONTRACTOR from performing services for other businesses, customers or consumers at any time, even if such business directly competes with GOGETIT242, and even during the time CONTRACTOR is logged into the GOGETIT242 platform.
CONTRACTOR is not required to purchase, lease, or rent any products, equipment or services from GOGETIT242 as a condition of doing business with GOGETIT242 or entering into this Agreement.
CONTRACTOR agrees to immediately notify GOGETIT242 in writing at www.GoGetIt242.com/help/ if CONTRACTOR's right to control the manner or method he/she uses to perform services differs from the terms contemplated in this Section.
From time to time, the GOGETIT242 platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the GOGETIT242 platform (each of these is referred to as a "Delivery Opportunity"). For each Delivery Opportunity accepted by CONTRACTOR ("Contracted Service"),CONTRACTOR agrees to retrieve the orders from restaurants or other businesses, ensure the order was accurately filled, and deliver the order to consumers in a safe and timely fashion. CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, not GOGETIT242, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel,from time to time, a Contracted Service when, in the exercise of CONTRACTOR's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate of 90% as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and GOGETIT242 shall have the right to terminate this Agreement and/or deactivate CONTRACTOR'S account.
CONTRACTOR acknowledges that GOGETIT242 has discretion as to which, if any,Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
CONTRACTOR authorizes GOGETIT242, during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall GOGETIT242 be authorized to control the manner or means by which CONTRACTOR performs delivery services.
CONTRACTOR may use whatever payment method he/she chooses to purchase items to be delivered to consumers, including, but not limited to CONTRACTOR's personal credit or debit card, cash or a prepaid card.CONTRACTOR may use, for CONTRACTOR's convenience, the prepaid card solely for purchasing items to be delivered to consumers. If CONTRACTOR chooses to use his/her personal credit or debit card or cash, CONTRACTOR shall invoice GOGETIT242 on a weekly basis and GOGETIT242 agrees to pay all invoices within 10 days of receipt.
In the event CONTRACTOR fails to fully perform any Contracted Service(a "Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the"Payment Disputes" provision below.
CONTRACTOR agrees to immediately notify GOGETIT242 in writing at www.GoGetIt242.com/help/ if CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Section.
IV.RELATIONSHIP OF PARTIES
The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
GOGETIT242 shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in GOGETIT242 have been inserted solely for the safety of consumers and other CONTRACTORS using the GOGETIT242 platform or to achieve compliance with all applicable local laws, regulations, and interpretations thereof.
V.PAYMENT FOR SERVICES
Unless notified otherwise by GOGETIT242 in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in the amount listed in the payment schedule,which we will provide to you. From time to time, GOGETIT242 may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or deny any such opportunities to earn different rates of pay.
GOGETIT242's online credit card software may permit consumers to add a gratuity to be paid to CONTRACTOR, and consumers can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. GOGETIT242 acknowledges it has no right to interfere with the amount of gratuity given by the consumer to the CONTRACTOR.
GOGETIT242 will process payments made by consumers and transmit to CONTRACTOR via direct deposit on a weekly basis unless it notifies CONTRACTOR otherwise in writing.
Not withstanding the terms of Section V(1) – (3), fulfillment orders place directly with merchants rather than through the App or GoGetIt242.com ("Fulfillment Orders") may be subject to a different payment model. The current pay schedules offered for Fulfillment Orders will be provided. Nothing prevents the parties from negotiating a different rate of pay for a Fulfillment Order, and the CONTRACTOR is free to accept or reject Fulfillment Order opportunities. As with all Delivery Opportunities, CONTRACTOR shall retain 100% of any gratuity paid bythe consumer for a Fulfillment Order. GoGetIt242's software may not always include an option to add gratuity for Fulfillment Orders;however, consumers can pay a gratuity to CONTRACTOR in cash.
From time to time, GOGETIT242 may offer various GoGetter promotions or referral programs. CONTRACTOR agrees that he or she will not manipulate or abuse the referral programs or GoGetter promotions by,among other things: (a) tampering with the location feature on his or her mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or,(c) creating multiple GoGetter or consumer accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of his or her account.
CONTRACTOR's Failure:In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in GOGETIT242's reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. GOGETIT242 shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR's action/omission. CONTRACTOR shall have the right to challenge GOGETIT242's determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify GOGETIT242 in writing at www.GoGetIt242.com/help/ of the challenge and provide GOGETIT242 the opportunity to resolve the dispute.CONTRACTOR should include any documents or other information in support of his/her challenge.
GOGETIT242's Failure:In the event GOGETIT242 fails to remit payment in a timely or accurate manner, CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and,should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however,CONTRACTOR shall first inform GOGETIT242 in writing at www.GoGetIt242.com/help/of the failure and provide a reasonable opportunity to cure it.
EQUIPMENT AND EXPENSES
CONTRACTOR represents that he/she has or can lawfully acquire all equipment,including vehicles and food hot bags ("Equipment")necessary for performing contracted services, and CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
CONTRACTOR agrees that he/she is responsible for all costs and expenses arising from CONTRACTOR's performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR's Personnel (defined below) and Equipment. Except as otherwise required by law,CONTRACTOR assumes all risk of damage or loss to its Equipment.
In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the GOGETIT242 platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR's lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, the background check requirements that CONTRACTOR must meet in order to perform Contracted Services.To the extent CONTRACTOR furnishes his/her own employees or subcontractors (collectively "Personnel"), CONTRACTOR shall be solely responsible for the direction and control of the Personnel it uses to perform all Contracted Services.
CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to his/her Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required NIB insurance contributions as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. GOGETIT242 shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR's Personnel, nor for NIB insurance contributions relating to CONTRACTOR or his/her Personnel. Neither CONTRACTOR nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, from GOGETIT242, nor shall they participate in or receive any other benefits, if any, available to GOGETIT242's employees.
Unless mandated by law, GOGETIT242 shall have no authority to withhold NIB contributions, or any other local tax on behalf of CONTRACTOR or his/her Personnel.
CONTRACTOR and his/her Personnel shall not be required to wear a uniform or other clothing of any type bearing GOGETIT242's name or logo.
If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR's Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to GOGETIT242 at least 7 days in advance of such Personnel performing the Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR's compliance with the terms of this Agreement.
CONTRACTOR agrees, as a condition of doing business with GOGETIT242, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services, at his/her own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR's right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE:CONTRACTOR agrees to deliver to GOGETIT242, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews,or alters CONTRACTOR's insurance coverage. CONTRACTOR agrees to give GOGETIT242 at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.
NIB INJURY OR DISABILITY INSURANCE: CONTRACTOR agrees that CONTRACTOR will not be eligible for NIB injury or disability benefits through GOGETIT242, and instead, will be responsible for providing CONTRACTOR's own NIB Injury or Disability insurance or occupational accident insurance, if permitted by law.
GOGETIT242 agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from GOGETIT242's actions arranging and offering the Contracted Services to CONTRACTOR.
CONTRACTOR agrees to indemnify, protect and hold harmless GOGETIT242, including all parent, subsidiary and/or affiliated companies, as well as itsand their past and present successors, assigns, officers, owners,directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or his/her Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person(including to CONTRACTOR and/or his/her Personnel), as well as any liability arising from CONTRACTOR's failure to comply with the terms of this Agreement. CONTRACTOR's obligations here under shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by GOGETIT242 or its parent, subsidiary and/or affiliated companies.
CONTRACTOR agrees to indemnify, protect and hold harmless GOGETIT242, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners,directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all local taxes, including, but not limited to all NIB contributions imposed or required under local laws, with respect to CONTRACTOR and CONTRACTOR's Personnel.
CONTRACTOR shall be responsible for, indemnify and hold harmless GOGETIT242,including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns,officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR's business, including, but not limited to, the expense and responsibility for any and all applicable insurance and local licenses, permits, taxes, and assessments of any and all regulatory agencies or boards.
XI.MUTUAL ARBITRATION PROVISION
CONTRACTOR and GOGETIT242 mutually agree to resolve any justifiable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration agreement is governed by local Arbitration regulations and shall apply to any and all claims arising out of or relating to this Agreement,CONTRACTOR's classification as an independent contractor,CONTRACTOR's provision of Contracted Services to consumers, the payments received by CONTRACTOR for providing services to consumers,the termination of this Agreement, and all other aspects of CONTRACTOR's relationship with GOGETIT242, past, present or future,whether arising under local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising from local wage laws and local statutes or regulations addressing the same or similar subject matters, and all other local claims arising out of or relating to CONTRACTOR's relationship or the termination of that relationship with GOGETIT242. The parties expressly agree that this Agreement shall be governed by the local arbitration regulations even in the event CONTRACTOR and/or GOGETIT242 are otherwise exempted from them. Any disputes in this regard shall be resolved exclusively by an arbitrator.
If either CONTRACTOR or GOGETIT242 wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by CONTRACTOR must be delivered to our registered agent, Debi Williams,Barrister-at-Law at Williams Fidulex, Katherina Court, Suites 203 &205, Olde Towne at Sandyport, Nassau, Bahamas.
Class Action Waiver.CONTRACTOR and GOGETIT242 mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable,applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
CONTRACTOR agrees and acknowledges that entering into this arbitration agreement does not change CONTRACTOR's status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of GOGETIT242 or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
Any arbitration shall be governed by the local Arbitration Rules except as follows:
The arbitration shall be heard by one arbitrator selected by local applicable guidelines. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
Unless applicable law provides otherwise, as determined by the Arbitrator,the parties agree that GOGETIT242 shall pay all of the Arbitrator's fees and costs.
The Arbitrator may issue orders (including subpoenas to third parties)allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the applicable Bahamian statute as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply all local applicable arbitration standards governing such motions.
The Arbitrator's decision or award shall be in writing with findings off act and conclusions of law.
The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
Either CONTRACTOR or GOGETIT242 may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent government administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. GOGETIT242 will not retaliate against CONTRACTOR for filing a claim with an administrative agency or for exercising any legal rights. Disputes between the parties that may not be subject to predispute arbitration agreement, including as provided by lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.
CONTRACTOR's Right to Opt Out of Arbitration Provision. Arbitration is not a mandatory condition of CONTRACTOR's contractual relationship with GOGETIT242, and therefore CONTRACTOR may submit a statement notifying GOGETIT242 that CONTRACTOR wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. In order to opt out, CONTRACTOR must notify GOGETIT242 of CONTRACTOR's intention to opt out by sending an email to Gogettereroptout@GoGetIt242.com stating CONTRACTOR's intention to opt out. In order to be effective,CONTRACTOR's opt out notice must be provided within 30 days of the effective date of this Agreement. If CONTRACTOR opts out as provided in this paragraph, CONTRACTOR will not be subject to any adverse action from GOGETIT242 as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If CONTRACTOR does not opt out within 30 days of the effective date of this Agreement, CONTRACTOR and GOGETIT242 shall be deemed to have agreed to this Mutual Arbitration Provision.CONTRACTOR has the right to consult with counsel of CONTRACTOR's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement.
This Mutual Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
XII.TERMINATION OF AGREEMENT
CONTRACTOR may terminate this Agreement upon seven (7) days written notice. GOGETIT242 may terminate this Agreement and deactivate CONTRACTOR’S GoGetter account only for the reasons set forth in the GOGETIT242 Deactivation Policy,or for a material breach of this Agreement. Notwithstanding any other provision in this Agreement, GoGetIt242 reserves the right to modify the Deactivation Policy if, in GoGetIt242’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the GoGetIt242 platform. GOGETIT242 shall provide notice of any such changes to CONTRACTOR via e-mail. Changes to the Deactivation Policy shall be effective and binding on the parties upon CONTRACTOR’s continued use of the GOGETIT242 platform following GOGETIT242’s e-mail notice of such modifications.Nothing will prevent CONTRACTOR from attempting to negotiate an exemption from any modification to the Deactivation Policy.
CONTRACTOR's and GOGETIT242's obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon GOGETIT242’S provision of notice to CONTRACTOR via e-mail.
XIII.ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and 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,CONTRACTOR shall have the right to discuss any proposed changes with GOGETIT242 and consider whether to continue his/her contractual relationship with GOGETIT242. This Agreement supersedes any prior contract between the parties. To the extent GOGETIT242's consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that GOGETIT242 may assign its rights and obligations under this Agreement to an affiliate of GOGETIT242 or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to GOGETIT242 shall be deemed to include such successor(s).
The failure of GOGETIT242 or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
CAPTIONS:Captions appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
SEVERABILITY Clause: Except as specifically provided in Section XI, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
GOVERNING LAW: Except for the Mutual Arbitration Provision above, the choiceof law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XI, shall be the rules of law of the Commonwealth of the Bahamas.
NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify GOGETIT242 in writing at https://www.GoGetIt242.com/help/ of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor's Operations) and III (Contractor's Services), or if the relationship of the parties differs from the terms contemplated in Section IV (Relationship of Parties).