INDEPENDENT CONTRACTOR AGREEMENT
This Agreement (“Agreement”) is made and signed by you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the delivery services contemplated in this Agreement, and 360 Technologies USA LLC (“360 Eats ” or ” COMPANY “). This Agreement will take effect on the date it is accepted, regardless of whether you are eligible to perform a service contracted or if you do so at any time.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE CHECK THE MUTUAL ARBITRATION PROVISION IN SECTION XI, AS REQUIRED TO THE PARTIES (UNLESS YOU WILL OPPOSE FOR THE ARBITRATION PROVIDED). 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 REQUESTED ANY NECESSARY ASSISTANCE TO UNDERSTAND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
360 EATS is a company that provides an online market connection using web-based technology that connects contractors, restaurants, and consumers (“System 360 EATS” or “System”). The software 360 EATS allows registered users to order food from various restaurants. Once these orders are made, the software 360 EATS notifies contractors that there is a delivery opportunity available, and the software 360 EATS facilitates the completion of the delivery. 360 EATS is not a restaurant, a food delivery service, or a food preparation business.
The CONTRACTOR is an independent supplier of delivery services, authorized to perform the delivery services contemplated by this Agreement in the geographical locations in which the CONTRACTOR operates. The CONTRACTOR possesses all the equipment and personnel necessary to perform the delivery services contemplated in this Agreement under the applicable laws. The CONTRACTOR wishes to celebrate this Agreement for the right to receive opportunities orders of delivery available through the System 360 EATS. The CONTRACTOR understands and expressly accepts that he is not an employee of 360 EATS or any restaurant, other company or consumer, and that is providing delivery services on behalf of itself and its business, not on behalf of 360 EATS. THE CONTRACTOR understands that (i) he/she is free to select the times when he/she wants to be available on the platform to receive delivery orders; (ii) he/she is free to accept or reject the orders transmitted through the platform 360 EATS by consumers; and (iii) he/she has the exclusive right to control the manner in which the deliveries are made and the means by which said deliveries are made.
Taking into account the above, as well as the mutual promises described in this document, 360 EATS and the CONTRACTOR (collectively “the parties”) agree as follows:
I.PURPOSE OF THE AGREEMENT
- This Agreement governs the relationship between 360 EATS and the CONTRACTOR and establishes the respective rights and obligations of the parties. In exchange for the promises contained in this Agreement, the CONTRACTOR shall have the right and obligation to perform the “Contracted Services” as defined in this document. However, nothing in this Agreement requires the CONTRACTOR to complete a particular volume of Services contracted during the term of the Agreement. This Agreement and nothing in this Agreement shall guarantee to the CONTRACTOR any specific quantity of business for a particular period.
- The CONTRACTOR shall not have an obligation to accept or perform any particular “Delivery” (as that term is defined here) offered by 360 EATS. However, once a Delivery is accepted, the CONTRACTOR will be obligated by contract to complete the Contracted Services following all the specifications of the consumer and the terms established in this Agreement
II. CONTRACTOR OPERATIONS
- THE CONTRACTOR declares that he or she operates a company established independently or personally, and provides delivery services and that it meets all the legal requirements necessary to perform the services contemplated in this Agreement. As a contractor/independent company, the CONTRACTOR will be solely responsible for determining how to operate his/her business and how to perform the contracted Services.
- THE CONTRACTOR agrees to perform the Services contracted in a timely, efficient, safe, and legal manner. 360 EATS shall not have the right nor control the way, method, or means that the CONTRACTOR uses to perform the contracted Services. Instead, the CONTRACTOR will be solely responsible for determining the most effective, efficient, and safe way to achieve the contracted Services, including the determination of the form of collection, delivery, and route selection.
- THE CONTRACTOR reserved the right to perform services (whether delivery services or other services) for others and offered to the general public as an established business separately. The parties acknowledge that they are or may be involved in similar agreements with others, and nothing in this Agreement shall prevent the CONTRACTOR or 360 EATS to enter into business with others. 360 EATS does not have the right to avoid the CONTRACTOR from performing services for other companies, clients or consumers at any time, even if such a company directly competes with 360 EATS, and even during the time that the CONTRACTOR has logged on to the platform 360 EATS.
- The CONTRACTOR is not obliged to buy, lease, or rent any product, equipment, or service from 360 EATS as a condition for doing business with 360 EATS or to enter into this Agreement.
- The CONTRACTOR agrees to notify 360 EATS immediately in writing at www.360Eats.menu/help/ if the CONTRACTOR’s right to control the manner or method used to perform the services differs from the terms contemplated in this Section.
III. HIRED SERVICES
- From time to time, the System 360 EATS shall notify the CONTRACTOR the availability of supplies of restaurants to consumers according to orders placed by consumers through the System 360 EATS (Each of these is called “Delivery Availability”). For each Delivery Availability accepted by the CONTRACTOR (“Contracted Service”), the CONTRACTOR agrees to recover restaurant orders, guarantee that the order was made correctly and deliver the order to consumers in a safe and timely manner. The CONTRACTOR understands and accepts that the consumer, not 360 EATS establish the parameters of each Contracted Service, and represent the desired final result, not how the CONTRACTOR must achieve the result. The CONTRACTOR has the right to cancel, from time to time, a Contracted Service when, in the exercise of the reasonable discretion and commercial criteria of the CONTRACTOR, it is appropriate to do so. Notwithstanding the previous, the CONTRACTOR agrees to maintain a percentage of at least 90 % of deliveries, from the effective date of this Agreement. Failure to comply with this obligation constitutes a material breach of this Agreement, and 360 EATS will have the right to terminate this Agreement and/or deactivate the CONTRACTOR’s account.
- THE CONTRACTOR acknowledges that 360 EATS has discretion over which, if any, the Availability of Delivery to offer, as the CONTRACTOR has the choice of whether and to what extent it accepts any Availability of Delivery.
- The CONTRACTOR authorizes 360 EATS, during a contracted Service, to communicate with the CONTRACTOR, the consumer and/or the restaurant to assist the CONTRACTOR, to the extent permitted by the CONTRACTING PARTY, to facilitate deliveries. However, under no circumstances, 360 EATS shall be authorized to control the manner or means by which the CONTRACTOR performs the delivery services.
- If the CONTRACTOR does not adequately perform the contracted Service (a “Service Failure”) due to the action or omission of the CONTRACTOR, the CONTRACTOR will lose all or part of the agreed rate for that service. If the CONTRACTOR disputes responsibility for a Service Failure, the dispute will be resolved in accordance with the “Disputes for Payment” provision below.
- The CONTRACTOR agrees to notify 360 EATS immediately in writing at www.360Eats.menu/help/ if the services or scope of the CONTRACTOR’s work differ in any way from what is contemplated in this Section.
IV. RELATIONSHIP OF THE PARTIES
- The parties intend that this Agreement create the relationship between the principal and the independent contractor and not that of the employer and employee. The parties are not employees, agents, joint ventures, or partners with each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise, except as expressly provided in this Agreement.
- 360 EATS shall not have the right nor control the manner or method to comply with the contracted Services that must be performed by the CONTRACTING PARTY. The parties acknowledge and agree that those provisions of the Agreement that reserve the maximum authority in 360 EATS have been inserted solely for the safety of consumers and other CONTRACTORS who use the System 360 EATS or to comply with federal, state or local laws, regulations, and laws. Interpretations of these.
- 360 EATS will report all payments made to the CONTRACTOR per the calendar year using an appropriate IRS Form 1099 if the volume of payments to the CONTRACTOR qualifies. The CONTRACTOR agrees to report all payments and tips in cash to the proper federal, state, and local tax authorities.
V. PAYMENT OF SERVICES
- Unless 360 EATS notifies otherwise in writing or except the provisions of this document, the CONTRACTOR shall receive the payment for the exact Contracted Service, completed in the amount indicated in the payment schedule for the relevant market, once a week. Occasionally, 360 EATS can offer opportunities for the CONTRACTOR to earn more money for performing services contracted at specific times or in particular locations. Nothing prevents the parties from negotiating a different payment rate, and the CONTRACTOR is free to accept or deny such opportunities to obtain different payment rates.
- The online credit card software of 360 EATS can allow consumers to add a tip to pay the CONTRACTOR, and consumers can also pay a tip to the CONTRACTOR in cash. The CONTRACTOR will retain 100% of any tip paid by the consumer, either in cash or with a credit card. 360 EATS acknowledges that it has no right to interfere with the amount of the tip given by the consumer to the CONTRACTOR.
- 360 EATS will process the payments made by the consumers and transmit them to the CONTRACTING PARTY by direct deposit weekly unless it is notified in writing to the CONTRACTOR.
- Although the terms of Section V (1) – (3), the compliance orders made directly with merchants rather than through the Application or 360Eats. Menu (“Compliance Orders”) may be subject to a different payment model. Nothing prevents the parties from negotiating a separate payment rate for a compliance order, and the CONTRACTOR is free to accept or reject the opportunities of the Order of Compliance. As with all Delivery Availability, the CONTRACTOR will retain 100% of any tip paid by the consumer for a Compliance Order. The software of 360 Eats does not always include an option to add tips for compliance orders; however, consumers can pay a tip to the CONTRACTOR in cash.
- Occasionally, 360 EATS can offer several promotions or referral programs. The CONTRACTOR accepts that it will not manipulate or abuse the reference programs or the promotions, among other things: (a) altering the location function in their mobile phone; (b) charge an incentive or promotional payment when it is not eligible to receive such payment according to the relevant policies; or, (c) creating multiple CONTRACTOR or consumer accounts . CONTRACTOR understands that participating in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to the deactivation of your account.
VI. REFERRAL Program:
- Invite friends to sign up using your unique invite code, and you can make extra money after they complete their first set of trips.
- To redeem a referral incentive, the person you invited to sign up as a driver-partner with 360 Eats, must sign up for the first time using your referral code at the time of signup; and must complete a TEN (10) deliveries in the first Thirty (30) days after sign up.
- Your referral incentives will be added to your account once your invitee completes the required deliveries, and will appear in your payment statement. If your invitee does not complete the required number of deliveries within the specified time frame, you will no longer qualify for the referral incentive.
VII. PAYMENT DISPUTES
- CONTRACTOR failure: If there is a Service Failure, the CONTRACTOR will not be entitled to the payment as described above (as determined by reasonable discretion of 360 EATS). Any withholding of payment will be based on the proof provided by the consumer and/or restaurant, CONTRACTOR, and any other party with information relevant to the dispute. 360 EATS will make the initial determination of whether a Service Failure was the result of the CONTRACTOR’s action/omission. THE CONTRACTOR shall have the right to challenge the resolution of 360 EATS through any legal means contemplated in this Agreement; however, the CONTRACTOR will notify 360 EATS in writing at www.360Eats.menu/help/ and provide 360 EATS the opportunity to resolve the dispute. The CONTRACTOR must include any document or other information that supports his challenge.
- 360 EATS Failure: In the event that 360 EATS does not send the payment in a timely or accurate manner, the CONTRACTOR shall be entitled to request the appropriate amount by any legal means contemplated in this Agreement and, if the CONTRACTOR prevails, shall be entitled to recover reasonable costs incurred in the search for an adequate payment, without However, the CONTRACTOR must first inform 360 EATS in writing at www.360Eats.menu/help/ and provide a reasonable opportunity to resolve it.
VIII. EQUIPMENT AND EXPENSES
- The CONTRACTOR declares that he or she has or can legally acquire all the equipment, including the vehicles and food bags (“Equipment”) necessary to perform the contracted services, and the CONTRACTOR is solely responsible for ensuring that the vehicle used complies with all vehicle laws related to safety, equipment, inspection, and operational capacity.
- The CONTRACTOR accepts that he/she is responsible for all costs and expenses arising from the CONTRACTOR’s performance of the Contracted Services, including, among others, the expenses related to the CONTRACTOR Personnel (defined below) and the Equipment. Unless the law requires otherwise, the CONTRACTOR assumes all risks of damage or loss to your Equipment.
- To perform any contracted service, the CONTRACTOR must, for the safety of the consumers in the platform 360 EATS, approve a background check administered by a third party provider, subject to the CONTRACTOR’s legal consent.
- The CONTRACTOR assumes total and exclusive responsibility for the payment of all amounts owed to its Personnel for work performed in connection with this Agreement, including all salaries, benefits and expenses, if applicable, and for all state and federal tax withholdings required, unemployment, insurance contributions and social security taxes in relation to the CONTRACTOR and all personnel employed by the CONTRACTOR in the execution of the Services contracted under this Agreement. 360 EATS shall not have any responsibility for the wages, benefits, expenses or other payments due to the CONTRACTOR’S Personnel, or the withholding of income tax, social security, unemployment insurance contributions or other payroll taxes related to the CONTRACTOR or its Staff. Neither the CONTRACTOR nor his Personnel will receive any salary, including payment for vacations or holidays from 360 EATS, nor will they participate or receive any other benefit, if any, available for the employees of 360 EATS.
- Unless required by law, 360 EATS will not have the authority to withhold state or federal taxes, social security taxes, unemployment insurance taxes/contributions or any other local, state or federal taxes on behalf of the CONTRACTOR or its Personnel.
- The CONTRACTOR and his Personnel shall not be obliged to wear a uniform or other clothing of any kind that bears the name or logo of 360 EATS.
- If the CONTRACTOR uses the services of any Personnel to perform the Contracted Services, the CONTRACTOR’S Staff must comply with all the terms of this Agreement, which the CONTRACTOR must enforce in a written agreement between the CONTRACTOR and said Personnel. A copy of such an agreement must be provided in writing to 360 EATS at least seven days before said Personnel performs the contracted Services. The parties acknowledge that the sole purpose of this requirement is to guarantee compliance by the CONTRACTOR with the terms of this Agreement.
- The CONTRACTOR agrees, as a condition of doing business with 360 EATS, that during the term of this Agreement, the CONTRACTOR will maintain the current coverage, in amounts and rates required by law to provide the contracted Services, at its own cost. The CONTRACTOR acknowledges that failure to ensure or maintain adequate insurance coverage will be considered a material breach of this Agreement and will result in the termination of the Agreement and the loss of the CONTRACTOR’s right to receive Delivery Opportunities.
- NOTIFICATION OF COVERAGE: THE CONTRACTOR agrees to deliver to 360 EATS, upon request, current insurance certificates as proof of coverage. THE CONTRACTOR agrees to provide updated documents each time the CONTRACTOR purchases, renovates, or modifies the CONTRACTOR’s insurance coverage. THE CONTRACTOR agrees to give 360 EATS at least thirty (30) days before the cancellation of any insurance policy required by this Agreement.
- COMPENSATION OF WORKERS / INSURANCE OF LABOR ACCIDENTS: THE CONTRACTOR agrees that the CONTRACTOR will not be eligible for workers’ compensation benefits through 360 EATS, and instead, will be responsible for providing the workers’ own compensation insurance or labor accident insurance of the CONTRACTOR, if allowed by law.
- 360 EATS agrees to indemnify, protect and maintain the CONTRACTOR harmless from any claim, claim of damages, judgments, losses, liabilities, and causes of action arising directly from the actions of 360 EATS that organize and offer the Services contracted to the CONTRACTOR.
- The CONTRACTOR agrees to indemnify, protect and maintain 360 EATS harmless, including all parent companies, subsidiaries and/or affiliates, as well as their successors, assignees, officers, owners, directors, agents, representatives, attorneys and present and past employees of each and every one of the claims, claims, damages, judgments, losses, liabilities and causes of action that arise directly or indirectly from as a result of or in connection with, the actions of the CONTRACTOR and/or its Staff derived from the execution of delivery services under this Agreement, including personal injury or death of any person (including the CONTRACTOR and / or its Personnel), as well as any liability arising from the CONTRACTOR’s failure to comply with the terms of this Agreement . The obligations of the CONTRACTOR included below will include the cost of the defense, including attorneys’ fees, as well as the payment of any final judgment issued against or agreed upon by the 360 EATS or its parent companies, subsidiaries and/or affiliates.
- The CONTRACTOR agrees to indemnify, protect and maintain harmless 360 EATS, including all parent companies, subsidiaries and/or affiliates, as well as their successors, assigns, officers, owners, directors, agents, representatives, attorneys, and current and current representatives. Employees of each and every tax liability and responsibility for the payment of all federal, state and local taxes, including, among others, all taxes on payroll, taxes on self-employment, premiums for workers’ compensation and any tax imposed or demanded by the state and local laws, with respect to the CONTRACTOR and the CONTRACTOR’s Personnel.
- The CONTRACTOR shall be responsible to indemnify and maintain 360 EATS harmless, including all parent companies, subsidiaries and/or affiliates, as well as their successors, assignees, officers, owners, directors, agents, representatives, attorneys, and employees, of all costs of the CONTRACTOR’s business, including, among others, the expenses and responsibility for each and every one of the applicable insurance, local, state or federal licenses, permits, taxes and evaluations of each and every one of the regulatory agencies, boards or municipalities.
XII. PROVISION OF MUTUAL ARBITRATION
- The CONTRACTOR and 360 EATS mutually agree to resolve any justiciable dispute between them exclusively through final and binding arbitration instead of filing a lawsuit in a court. This arbitration agreement is governed by the Federal Arbitration Act (9 USC §§ 1-16) (“FAA”) and will apply to each and every claim arising out of this Agreement, the CONTRACTOR’s classification as an independent contractor, the CONTRACTOR’s provision of services contracted to consumers, the payments received by the CONTRACTOR for the provision of services to consumers, the termination of this Agreement and all other aspects of the CONTRACTOR’s relationship with 360 EATS, past, present or future, whether arising in accordance with federal, state or local statutes and/or common law, including, without limitation, harassment, discrimination or retaliation and claims arising under or related to the Civil Rights of 1964 (or their state or local equivalents), Americans with Disabilities Act (or their state or local equivalents), Age Discrimination in Employment Law (or their state or local equivalents), Family Medical Absence Act (or their state or local equivalents), or Fair Labor Standards Act (or its staff local or local equivalents), state and local wage and hour laws, statutes or state and local regulations that address the same or similar issues, and all other federal, state or local claims arising out of or related to the relationship of the CONTRACTOR or the termination of that Relationship with 360 EATS. The parties expressly agree that this Agreement will be governed by the FAA, even if the CONTRACTOR and/or 360 EATS are exempt from the FAA. Any dispute in this regard will be resolved exclusively by an arbitrator. In the case, but only in the case, the arbitrator determines that the FAA does not apply, the state law that governs the arbitration agreements in the state in which the CONTRACTOR operates will apply.
- If the CONTRACTOR or 360 EATS wishes to initiate arbitration, the initiating party must notify the other party in writing through certified mail, the requested acknowledgment of receipt or hand delivery within the applicable limitation period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and objective basis of the claim, and (3) a description of the remedy sought. Any request for arbitration by the CONTRACTOR must be delivered to the General Legal Advisor, 901 Market Street, 6th Floor, San Francisco, California 94103.
- Class action waiver. The CONTRACTOR and 360 EATS mutually agree that upon entering into this arbitration agreement, they both waive their right to have any dispute or claim filed, heard or arbitrated as, or to participate in, a class action, class action and/or representative action, and an arbitrator not will have no authority to hear or arbitrate any collective, collective or representative action (“Class Action Waiver”). 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 Exemption cannot be enforced, unobservable, void or voidable it can be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is presented as a class action, collective or representative, and (2) there is a final judicial determination that all or part of the Class Action Exemption is inapplicable, the class, the collective and/or the representative action up to that point must be litigated in a civil court of competent jurisdiction, but the part of the Exemption of the Collective Lawsuit that is enforceable will be enforced in the 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 Exemption cannot be enforced, unobservable, void or voidable can be determined only by a court of competent jurisdiction and not by an arbitrator. All other disputes regarding whether this Mutual Arbitration Provision is inapplicable, unjustifiable, enforceable, invalid, void or voidable will be determined exclusively by an arbitrator, and not by a court.
- The CONTRACTOR accepts and acknowledges that the execution of this arbitration agreement does not change the status of the CONTRACTOR as an independent contractor, in fact, and law, that the CONTRACTOR is not an employee of the CONTRACTOR. 360 EATS or its customers and that any dispute in this respect will be subject to arbitration as provided in this agreement.
- Any arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA Rules”), except as follows:
- The arbitration shall be heard by a referee selected following the AAA Rules. The Arbitrator will be a lawyer with experience in the law underlying the dispute.
- If the parties cannot agree on a location for the arbitration, the arbitration will be conducted within 45 miles of the CONTRACTOR’s residence as of the effective date of this Agreement.
- Unless the applicable law provides otherwise, as determined by the Arbitrator, the parties agree that 360 EATS will pay all the fees and costs of the Arbitrator.
- The Arbitrator may issue orders (including citations to third parties) that allow the parties to make sufficient discovery so that each party can prepare the claims and/or defenses of that party, taking into account that the arbitration is designed to be a quick method and efficient to resolve disputes
- Except as provided in the Class Action Waiver, the Arbitrator may grant 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 authorized to grant any remedy that would not have been available in a court of law for claims filed in arbitration. The Arbitrator will apply the state or substantive federal law, or both, as appropriate.
- The Arbitrator may hear motions to dismiss and/or motions for summary judgment and shall apply the standards of the Federal Rules of Civil Procedure governing such motions.
- The decision or award of the Arbitrator shall be made in writing with the findings of facts and conclusions of the law.
- The Arbitrator may issue orders to protect the confidentiality of patented information, trade secrets or other confidential information. Subject to the discretion of the Arbitrator or the agreement of the parties, any person who has a direct interest in the arbitration may attend the arbitration hearing. The Referee may exclude any person who is not a party to any part of the hearing.
- Both the CONTRACTOR and the 360 EATS may request a temporary or preliminary injunction by a court of competent jurisdiction for the fact that, without such relief, the arbitration provided in this paragraph may be ineffective.
- Nothing in this Mutual Arbitration Provision prevents you from filing a report or filing a claim or charge with the Equal Employment Opportunity Commission, the US Department of Labor. The US, the Securities and Exchange Commission of the United States. The National Labor Relations Board or the Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a governmental agency of any report, claim or charge otherwise covered by this Arbitration Provision. This provision of mutual arbitration also does not prevent federal administrative agencies from adjudicating claims and granting remedies based on those claims, even if this Arbitration Provision covered the claims. Nothing in this Mutual Arbitration Provision prevents or excuses a party to comply with any other condition and/or exhaust administrative remedies under the applicable law before filing a claim in the arbitration. 360 EATS will not retaliate against the CONTRACTOR for filing a complaint with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. Disputes between parties that may not be subject to an arbitration agreement before the dispute, including those stipulated in a Congressional Act or a legal and Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.
- The AAA Rules can be found at www.adr.org or looking for “AAA Commercial Arbitration Rules” using a service like www.google.com or www.bing.com or asking the General Counsel for 360 EATS to provide a copy.
- Right of the CONTRACTOR to opt for the arbitration provision. Arbitration is not a mandatory condition of the contractual relationship of the CONTRACTOR with 360 EATS so that the CONTRACTOR can submit a declaration notifying 360 EATS that the CONTRACTOR wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. To opt for the exclusion, the CONTRACTOR must notify 360 EATS the CONTRACTOR’s intention to send it by email to help@360 Eats.com indicating the CONTRACTOR’s intention not to participate. To be effective, the notice of exclusion of the CONTRACTOR must be submitted within 30 days after the effective date of this Agreement. If the CONTRACTOR withdraws as provided in this paragraph, the CONTRACTOR shall not be subject to any adverse action by 360 EATS as a result of that decision and may seek the available legal remedies without taking into account this Mutual Arbitration Provision. If the CONTRACTOR does not unsubscribe within 30 days from the effective date of this Agreement, the CONTRACTOR shall be deemed 360 EATS have accepted this Mutual Arbitration Provision. The CONTRACTOR has the right to consult with the attorney of the CONTRACTOR’s choice concerning this Arbitration Arrangement (or any other provision of this Agreement).
- This Mutual Arbitration Provision is the complete agreement related to the formal resolution of disputes covered by this Mutual Arbitration Provision. If any part of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. The award issued by the Arbitrator may be registered in any court of competent jurisdiction.
XIII. TERMINATION OF THE AGREEMENT
- The CONTRACTOR may terminate this Agreement with a seven (7) day written notice. 360 EATS may terminate this Agreement and deactivate the CONTRACTOR account only for the reasons outlined in the 360 EATS Deactivation Policy, or for a material breach of this Agreement. Notwithstanding any other provision of this Agreement, 360 Eats is reserved the right to modify the Policy Deactivation if, in good faith and reasonable discretion 360 Eats, it is necessary to do so for safe operation and/or cash from the platform 360 Eats. 360 EATS will notify the CONTRACTOR of any such change by email. The changes in the deactivation policy will be effective and binding for the parties on the continued use of the CONTRACTOR of the 360 COME platform after 360 EATS email notification of said modifications. Nothing will prevent the CONTRACTOR from attempting to negotiate an exemption from any change to the Deactivation Policy.
- The CONTRACTOR and 360 EATS obligations and rights arising under the Mutual Arbitration Provision of this Agreement will survive the termination of this Agreement. Notwithstanding any other provision of this Agreement, the Deactivation Policy is subject to change; these changes will be effective and binding for the parties through the notification of 360 EATS to the CONTRACTORS by email.
XIV. COMPLETE AGREEMENT, TRANSFERABILITY, AND RESIGNATION
- This Agreement shall constitute the entire agreement and understanding between the parties concerning the subject matter of this Agreement and shall not be modified in any respect unless it is written and signed by both parties. Before accepting any modification, alteration, change, or modification, the CONTRACTOR shall have the right to discuss any proposed change with 360 EATS and consider whether to continue his contractual relationship with 360 EATS. This Agreement supersedes any prior agreement between the parties. To the extent of 360 EATS the Consumer Terms and Conditions Agreement (or the updated Terms and Conditions Agreement for the consumer, if applicable) is inconsistent or in conflict with this Agreement, this Agreement controls. However, the decision to exclude from the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the Consumer Terms and Conditions Agreement to which the Contractor may be bound (and vice versa). This Agreement cannot be assigned by either party without the written consent of the other and will be binding on the parties, including their heirs and successors, provided that, however, 360 EATS may assign its rights and obligations under this Agreement to an affiliate of 360 EATS or any successor (s) of its business and/or buyer of virtually all of its shares or assets. The references in this Agreement to 360 EATS will be considered as successor(s).
- The failure of 360 EATS or the CONTRACTOR, in any case, to insist on strict compliance with the terms of this Agreement or to exercise any option in this document shall not be construed as a waiver or waiver of such term or option and such term or option it will continue in full force and effect.
- QUALIFICATIONS: The legends appearing in this Agreement are for your convenience only and do not limit, amplify, modify, or in any way affect the terms and provisions of this Agreement.
- SEPARABILITY CLAUSE: Except as expressly provided in Section XI, if any part of this Agreement is declared illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
- APPLICABLE LAW: Except for the previous Mutual Arbitration Provision, which is governed by the Federal Arbitration Law, the choice of law for the interpretation of this Agreement and the right of the parties in this document, as well as the substantive interpretation of the Claims filed in accordance with Section XI shall be the legal rules of the state in which the CONTRACTOR performs the majority of the services covered by this Agreement.
- NOTICE AND OPPORTUNITY FOR CURE: THE CONTRACTOR agrees to notify 360 EATS in writing at https://www. 360 Eats.com/help/ or any breach or perceived violation of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that the services or scope of the CONTRACTOR’s work differ in any way from what is contemplated in this Agreement, which includes, among others, the terms of Sections II (Contractor Operations) and III (Contractor Services), or if the relationship of the parties differs from the terms contemplated in Section IV (List of Parties).