Last modified: 01/24/2017

CUSTOMER AGREEMENT FOR WONOLO SERVICE

Wonolo Inc. in affiliation with Frontline Work Inc. (“Wonolo”) provide a service (the “Service”) that allows its customers to connect with Wonolo’s network of geographically distributed contractors (“Wonoloers”) to obtain service providers for various short term assignments. Please read this Customer Agreement (“Agreement”) in its entirety if you wish to become a customer.

ACKNOWLEDGMENT AND ACCEPTANCE OF CUSTOMER AGREEMENT

This Agreement is a contract that sets out the legally binding terms of the relationship between Wonolo and you.  By signing this Agreement and/or by using the Application or the Wonolo Mobile Application in connection with the Service, you represent that (1) you have read, understand, and agree to be bound by this agreement, and (2) you have the authority to enter into this agreement personally or on behalf of the company you have named as the Customer, and to bind that company to these terms. The terms “you” and “Customer” refer to you or the legal entity which you work for or represent. This agreement includes Wonolo’s Privacy Policy.

You agree and understand that certain features of the Application may be subject to additional terms and conditions or registration requirements. You agree to abide by these additional terms and you further agree that a violation of those terms shall constitute a breach of this Agreement. Wonolo reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Application or by notifying you directly. You are responsible for regularly reviewing this Agreement. Continued use of the Application and/or the Wonolo Mobile Application after any such changes are made to this Agreement shall constitute your consent to such changes. Wonolo does not and will not assume any obligation to notify Wonoloers of any changes to this Agreement, or the creation or modification of any additional terms.

1. DEFINITIONS

Capitalized terms are defined as set forth below or elsewhere in the Agreement.

1.1  “Deliverables” means the deliverables specified in a Wonolo Request for delivery by a Wonoloer to you.

1.2  “Wonolo Request” means a notice provided by Wonolo to one or more Wonoloers, which includes a description of the services to be provided by the Wonoloers and the associated Deliverables, the date by which the Wonolo Request must be completed and the payment rate for the Wonoloer who performs the Wonolo Request (the “Payment”).   The Payment will be subject to an additional charge to compensate Wonolo for creating, hosting, administering and providing the Application (the “Service Fee”).  

1.3  “Wonolo Mobile Application” or the “Application” means the software used by Wonolo in connection with the Service.

1.4  “Service Request” means a request for Service or work by you which includes a description of the Deliverables for which you wish to engage Wonoloers. Once the parties have been matched and have agreed upon the terms of a Service Request pursuant to Section 2, the Service Request will become a “Service Engagement”.

2. SERVICE REQUEST

Customer may from time to time submit a Service Request to Wonolo via the Application. We can reject any Service Request that is not appropriate or that violates the terms of service or use.

3. FEES AND PAYMENT

3.1  Fees.  Wonolo charges fees and collects payment for each Service Engagement.   You agree to provide Wonolo with complete and accurate billing and contact information, including but not limited to, Customer’s legal name, street address, e-mail address, and the name and telephone number of an authorized billing contact. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Wonolo reserves the right to terminate your access to the Service, and any outstanding Service Engagement, in addition to any legal remedies. Generally, you will be billed each day for services provided that day.  Special arrangements may be made.  The Service Fee for  engaging a Wonoloer as an independent contractor totals 45% of the Payment amount and is generally for creating, hosting, administering, maintaining and providing the Application (collectively, the “Invoice Amount”).  A Service Request shall be considered complete once the Deliverables have been accepted by Customer in accordance with Section 4. The charge for Service Engagements that involve Wonolo’s payroll application for engaging Wonoloers as employees will be determined based on the type of engagement and geographic location of the Wonoloer.

3.2  Taxes.  Wonolo’s fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Wonolo has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer.

3.3 Direct Hire Fee.   In the event Customer or any Customer director, officer, or employee (collectively, “Customer Personnel”) desires to Hire or otherwise engage a Wonoloer directly through Customer in the twelve (12) months following Customer’s or any Customer Personnel’s last contact with Wonoloer through the Wonolo Mobile Application, Customer will notify Wonolo and subsequently Customer will be billed six hundred dollars ($600) for such direct Hire or other engagement of the Wonoloer. Such Direct Hire Fee shall be charged regardless of whether: (a) Wonoloer contacts Customer or applies to Customer independently or otherwise through a public job posting or other job board; (b) different Customer Personnel are involved in the direct Hire of the Wonoloer and previous engagement of the Wonoloer through the Wonolo Mobile Application; or (c) Customer notifies Wonolo of such direct Hire or engagement of the Wonoloer. Any engagement of the Wonoloer by Customer shall be defined as a “Hire” and shall trigger the Direct Hire Fee, including a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement where Wonoloer receives any compensation from Customer. In addition, “Hire” shall include any situation where Customer provides any information regarding Wonoloer to a third party and that third party hires Wonoloer, in any capacity, whether a full time hire, part time hire, independent contractor hire, intern hire, or any other such engagement or relationship where Wonoloer receives any compensation, directly or indirectly, from Customer and/or the third party.

3.4 Late Cancellation Fee
In the event that Customer cancels a job or an individual from a job less than three hours before the start time of the job, the Customer will be required to pay half of the cost of the job. The cost includes both the payment to the Wonoloer and the fee paid to Wonolo.

4. IP OWNERSHIP

4.1  Wonolo IP.  Customer acknowledges that all the intellectual property rights in the Application, the Service, the Wonolo Mobile Application, and any metadata or other information generated or submitted to Wonolo by a Wonoloer in the course of performing a Wonolo Request are owned by Wonolo or Wonolo’s licensors or suppliers (the “Wonolo IP”). Customer shall not obtain, by this Agreement, any right, title or interest in the trademarks of Wonolo or Wonolo’s licensors, affiliates or suppliers, nor shall this Agreement give Customer the right to use, refer to, or incorporate in marketing or other materials the name, logos, trademarks or copyrights of Wonolo or Wonolo’s licensors, affiliates or suppliers. Customer agrees not to (a) reproduce, modify, publish, transmit, distribute, publicly perform or display, sell, or create derivative works based on the Wonolo IP, or (b) rent, lease, loan, or sell access to the Wonolo IP.    

4.2  Suggestions.  Customer hereby grants to Wonolo a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Wonolo IP, and otherwise fully exploit, any suggestions, enhancement requests, recommendations or other feedback provided by Customer related to the Wonolo IP.

5. CONFIDENTIALITY

5.1  Definition of Confidential Information.  As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

5.2  Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

5.3  Compelled Disclosure.  The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent such disclosure is compelled by law, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5.4  Information Included in Service Engagements.  Notwithstanding the foregoing, Customer acknowledges and agrees that some of the information that it provides in Service Engagements will be sent to Wonoloers who will need this information to respond to requests to perform one or more Wonolo Requests. By submitting a Service Request, Customer is requesting, and expressly consents to have details of the Service Engagement sent to Wonoloers that Wonolo deems qualified to perform the Wonolo Requests. Customer agrees that all information that Customer provides will be accurate, current and truthful to the best of is knowledge.

6. DISCLAIMERS

THE SERVICE AND THE DELIVERABLES ARE PROVIDED “AS-IS” AND “AS-AVAILABLE.” WONOLO EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WONOLO MAKES NO WARRANTY THAT (A) THE SERVICE OR DELIVERABLES WILL MEET CUSTOMER’S REQUIREMENTS; (B) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR DELIVERABLES WILL BE ACCURATE OR RELIABLE. WONOLO DOES NOT AND CANNOT GUARANTEE A MATCH BETWEEN EACH WONOLO REQUEST AND A WONOLOER OR THAT THERE ARE WONOLOERS IN EACH GEOGRAPHIC AREA REQUESTED BY CUSTOMER WHO ARE WILLING TO FULFILL THE WONOLO REQUEST AT THE TIME AND PLACE REQUESTED. CUSTOMER ACKNOWLEDGES AND AGREES THAT WONOLO HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY WONOLOER AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN WONOLO AND THE WONOLOERS. WONOLO DOES NOT GUARANTEE OR WARRANT THE WONOLOERS’ PERFORMANCE OF THE WONOLO REQUESTS OR THE OUTCOME OR QUALITY OF THE DELIVERABLES PROVIDED.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL WONOLO BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOST PROFITS OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM CUSTOMER’S USE OF THE WONOLO IP OR THE DELIVERABLES, EVEN IF WONOLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, WONOLO’S LIABILITY TO CUSTOMER FOR ANY DAMAGES ARISING FROM OR RELATED TO CUSTOMER’S USE OF THE WONOLO IP OR THE DELIVERABLES (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF ACTION) WILL AT ALL TIMES BE LIMITED TO THE FEES CUSTOMER PAID TO WONOLO IN THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THE AGREEMENT.

8. RELATIONSHIPS BETWEEN WONOLO, WONOLOERS AND THE
CUSTOMERS

8.1  Wonolo matches Customers and Wonoloers so they can buy and sell Services online. Under this Agreement, Wonolo provides services to both Customers and Wonoloers, including facilitating the formation of contracts between Customers and Wonoloers and managing disputes related to those contracts. Customers can post Service Requests and invite Wonolers to apply. If a Customer and Wonoloer agree on terms, including how a Wonoloer will be classified, a Contract is formed directly between such Customer and Wonoloer.

8.2  The Parties expressly agree that no joint venture, partnership, employment, or agency agreement exists between them as a result of this Agreement or any use of the Application.

8.3    Worker classification. Customer assumes all liability for proper classification of Wonoloers as independent contractors or employees based on applicable legal guidelines. This Agreement does not create a partnership or agency relationship between Customer and Wonoloer. Wonoloer does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Customer. Wonoloer acknowledges that Wonolo does not, in any way, supervise, direct, or control Wonoloer's work or Services performed in any manner. Wonolo does not set Wonoloer's work hours and location of work, nor is Wonolo involved in determining the type or manner compensation to be paid for any Service Request. Wonolo will not provide Wonoloer with training or any equipment, labor or materials needed for a particular Request. Wonolo will not deduct any amount for withholding, unemployment, Social Security, or other taxes as it would in the case of an employee. Customer and Wonoloer will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Wonoloer's performance of Service Requests. For Contracts classified as independent contractor relationships, Customer may not require an exclusive relationship between Customer and Wonoloer. A Wonoloer classified as independent contractor is free at all times to perform Requests, be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer. For Contracts classified as employer-employee relationships, Customer will manage the Wonolo Request through Wonolo's payrolling program, where the Wonoloer becomes an hourly employee of Wonolo's staffing affiliate and Wonoloer and Customer enter into appropriate additional agreements. Customer and Wonoloer agree to indemnify, hold harmless and defend Wonolo from any and all claims arising out of or related to their Service Request, including but not limited to claims that Wonoloer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Wonoloer was misclassified (including, but not limited to, taxes, penalties, interest and attorney's fees), any claim that Wonolo was an employer or joint employer of Wonoloer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker's compensation benefits, unemployment benefits, or any other employee benefits.

9. TERMINATION

9.1  Termination Without Cause.  Either party may terminate this Agreement without cause, effective immediately upon notice to the other party, at any time when there are no outstanding Service Engagements or unpaid balances due hereunder.

9.2  Surviving Provisions.  Sections 3 (“Fees and Payment”), 5 (“IP Ownership”), 6 (“Confidentiality”), 7 (“Disclaimers”), 8 (“Limitation of Liability”), 9.2 (“Surviving Provisions”) and 10 (“Miscellaneous”) shall survive any termination of this Agreement.

10. MISCELLANEOUS

10.1  Law.  This Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of Georgia regardless of your country of origin or where you access Wonolo, and notwithstanding any conflicts of law principles.

10.2  Arbitration.  You agree that THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE APPLICATION AND/OR THE SERVICES PROVIDED (INCLUDING YOUR VISIT TO OR USE OF THE WEBSITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought.  

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Application and/or the Service (including your visit to or use of the Application and/or the Service) be instituted more than three (3) years after the cause of action arose.

Before filing a Claim for arbitration or otherwise seeking relief in a court of law, you agree to first inform Wonolo (support@wonolo.com) of your complaint and seek resolution.  This notice of dispute must include: your name, relevant account information, a brief description of your dispute, and contact information, so that Wonolo may evaluate the dispute and attempt to informally resolve same. Wonolo will have 60 days from the date of your original complaint to informally resolve the dispute, which if successful will avoid the need for further action.

10.3  Arbitration Procedures.  In the unlikely event that you and Wonolo end up in a legal dispute and have not been able to resolve it within 60 days of your original informal claim, you and Wonolo agree to the following:

All Claims (excluding claims for injunctive or other equitable relief) must be resolved through binding arbitration before an AAA arbitrator located in Georgia under the commercial dispute resolution rules then in effect for AAA, except as provided herein.  Any disputes as to the applicable rules and procedures shall be resolved by the AAA arbitrator.

The party wishing to initiate arbitration must submit a written demand for arbitration. If you initiate a Claim, you will submit the demand by certified mail to Wonolo at 535 Mission St, San Francisco CA 94105, ATTN: Yong Kim & AJ Brustein. If Wonolo initiates a claim, Wonolo will serve a demand for arbitration upon you by email to the email address on file with Wonolo, and may send a copy by certified mail to your last known address (or to another address specified by you in your notice of dispute of your informal claim). You agree to service of process in that manner. Any demand for arbitration by either party shall identify the parties to the dispute, describe the legal and factual basis of the dispute, and specifically state the remedy being sought.

10.4  Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.5  No Assignment.  This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without Wonolo’s express prior written consent. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Wonolo may assign this Agreement or any of its rights under this Agreement to any third party with or without your written consent.

10.6  Notices.  Wonolo may give any notice required by this Agreement by means of a general notice on the Application, electronic mail to your email address on record with Wonolo, or by written communication sent by first class mail or pre-paid post to your address on record with Wonolo. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email). Except as set forth in Section 10.3 above, you may give notice to Wonolo, addressed to the attention of Yong Kim and AJ Brustein. Such notice shall be deemed given when received by Wonolo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the following address:  535 Mission St, San Francisco CA 94105 or email to support@wonolo.com.

10.7  Waiver.  All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.8  Entire Agreement.  This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification or amendment to this Agreement will be effective unless in writing and signed by the party to be charged. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Service Engagement, the terms of this Agreement shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in any purchase order or other order documentation (excluding Service Engagements) shall be incorporated into or form any part of this Agreement, and all such terms and conditions shall be null and void.

10.9  Modifications to Application.  Wonolo reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. You agree that Wonolo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Service.

11. CONTACTING WONOLO

If you wish to report a violation of the Customer Agreement, have any questions or need assistance, please contact Customer Support at support@wonolo.com.

 

Appendix

PAYROLL SERVICES AGREEMENT

This Services Agreement (“Services Agreement”) is a binding legal agreement between and among Customer, Wonoloer, Frontline Work Inc. (“Frontline”) and Payroll Company that Frontline chooses as the employer of record (as described below). By using Frontline Payroll Services (“Frontline Payroll Services”) provided by the Wonolo Services Application (“Application”), you signify that you have read, understand, accept and agree to be bound by this Services Agreement.

This Services Agreement includes and incorporates by this reference the agreements and policies (collectively the “Terms of Service”) relating to the Application. Frontline reserves the right to revise this Services Agreement and the Terms of Service and all information linked to them from time to time in its sole discretion. Frontline may make such revisions without prior notice: check back often for updates.  Unless otherwise provided in such revision, the Services Agreement or Terms of Service, or any revised part of them, will take effect when and as posted.  To the extent that the provisions of this Services Agreement conflict with other provisions of the Terms of Service, this Services Agreement shall control.

EMPLOYMENT RELATIONSHIP AND EMPLOYER OF RECORD

Upon accepting a Wonolo Request or an Open Request that is classified as Payroll with Customer through the Application (each a “Payrolled Wonolo Engagement”), Wonoloer agrees and understands that Frontline will choose the payroll service company (the “Payroll Company”) to be the employer of record, meaning the Wonoloer will be an employee of Payroll Company (a “Payroll Employee”) solely for Payrolled Wonolo Engagements. All other Wonolo Engagements will be on an independent contractor basis, as outlined in the Terms of Service.  Frontline will instruct Payroll Company to assign Wonoloer to work for Customer, and Customer is responsible for supervising Wonoloer.

Except as otherwise stated in this Services Agreement, Payroll Company is responsible for managing payroll, taxes, government documents, benefits (if applicable) and insurance. Customer is responsible for the supervision, direction and control of the day-to-day activities of each Wonoloer assigned to Customer.  Wonoloer is responsible for performing the agreed-upon work for Customer.

HIRING REPRESENTATIONS, DISCLAIMERS AND LIMITATIONS

Customer acknowledges and agrees that Customer has selected a Wonoloer to become a Payroll Employee based upon Customer’s determination that the Wonoloer accepted a Wonolo Request or an Open Request. Neither Frontline nor the Payroll Company makes any representations or warranties as to the skills, experience, background or education of any Wonoloer.

Wonoloer acknowledges that Wonoloer has agreed to become a Payroll Employee servicing Customer based on Wonoloer’s own determination that Customer offers work acceptable and appropriate for Wonoloer on terms that are acceptable to Wonoloer.  Wonoloer agrees to complete such documents as Frontline and/or Payroll Company may legally and reasonably require to complete the employer/employee relationship, including without limitation applicable tax forms and the I-9 requirements of the Immigration and Reform and Control Act of 1986 (collectively, the “Employment Paperwork”).  Wonoloer understands and agrees that Wonoloer will not become an employee of Payroll Company or be entitled to work for Customer or receive payment from Payroll Company until all Employment Paperwork has been completed and returned to Payroll Company, and Payroll Company has accepted Wonoloer as an employee.

Customer will continue to issue Open or Wonolo Requests and pay for Wonoloer through the Application.  Frontline assumes no responsibility for and shall exert no control over the projects and work assigned to Wonoloer, nor has Frontline had any role in Customer’s decision to engage Wonoloer via Payroll Services.  Frontline shall not direct the work of or supervise (to any degree, directly or indirectly) Wonoloer, nor shall Frontline determine any terms and conditions of Wonoloer’s employment relationship with Payroll Company or Customer (including but not limited to rate of pay, performance evaluation, discipline and/or termination). Frontline merely provides the platform for Customer to request Wonoloer to accept certain work assignments, and separately facilitates the relationship between Customer and the Payroll Company that will handle the administration of payroll and other legal obligations of Customer with regard to Wonoloer. These facts, alone or in combination, do not make Frontline an employer of Wonoloer or a co-employer/joint employer with Customer and/or the Payroll Company. Wonoloer acknowledges and agrees that he/she is not an employee, consultant, or independent contractor of Frontline, and that he/she will not be providing any services to Frontline (directly or indirectly) while employed by Payroll Company.

Wonoloer shall be solely responsible for the professional performance of Wonoloer’s work. Wonoloer shall be solely liable for its acts, omissions and negligence.

PAYROLL SERVICES

The following are the services provided by the Payroll Company for Payroll Employees assigned to Customer: (i) calculation and payment of wages (including overtime wages) based upon submitted timesheets; (ii) collection, payment and reporting of all federal, state and local taxes on such wages; (iii) administration and management of unemployment claims; (iv) administration and collection of wages associated with wage garnishments; (v) workers’ compensation coverage.  In addition, the Payroll Company shall provide and bear sole responsibility for any health or disability insurance, retirement benefits or other welfare or pension benefits (if any) to which such personnel may be entitled based on eligibility.

CONTROL OF WORKPLACE

Customer and Wonoloer acknowledge and agree that the neither Frontline nor the Payroll Company will control the workplace in which a Payroll Employee will perform services for a Customer.

PAYROLL EMPLOYEE SUPERVISION AND LIMITATIONS ON SCOPE OF EMPLOYMENT

At all times, the Customer will maintain the exclusive supervision, direction and control of the day-to-day activities of each Payroll Employee.  The Customer shall be responsible for the implementation and enforcement of any and all workplace laws, rules, regulations and for any procedures that exist for the purpose of preventing the misappropriation, theft or embezzlement of the Customer's property, including without limitation intellectual property.

Customer acknowledges and agrees that Payroll Employees are not employees or consultants of Frontline and that Frontline maintains no control over any Wonolo Engagement, supervision of Wonoloers, payroll practices or other terms and conditions of the working relationship described herein. Customer further acknowledges and agrees that Payroll Employees are employees of the Payroll Company for purposes of payroll processing and, in some cases, the provision of certain statutorily required employee benefits, but that the Payroll Company maintains no control over the work assignments, supervision, or other terms and conditions of the working relationship except as described in this Services Agreement.

COMPLIANCE WITH LAWS, RULES AND REGULATIONS

Customer shall comply with all state, federal and local laws, rules and regulations that govern or relate to its business, workplace, employees (including without limitation Payroll Employees), safety and government contracting. Customer shall comply with all reasonable directives regarding health and safety from the Payroll Company’s workers’ compensation carrier or any government agency. Customer is required to accept and adhere to the Payroll Company’s determination regarding each Payroll Employee’s exempt or non-exempt status for purposes of state and federal overtime laws.

Wonoloer agrees and understands that Wonoloer shall not work over 8 hours in a day or 29 hours in a week without express written approval by Customer, Frontline, and Payroll Company. 

Notwithstanding the fact that the Payroll Company reserves the right to make determinations regarding the overtime exemption status of each Payroll Employee, Customer is ultimately and solely responsible for the amount of any wages that are due but unpaid to each of its Payroll Employees, including without limitation any wages, back wages, and liquidated damages determined to be due and owing in connection with any action challenging the overtime exemption status of any Payroll Employee.

EQUAL EMPLOYMENT OPPORTUNITY, WORKPLACE LAWS

Payroll Company selected by Frontline to provide Payroll Services is an equal opportunity employer and does not discriminate against any candidate, applicant, employee, independent contractor or Payroll Employee on the basis of race, color, religion, sex, national origin, age, creed, ancestry, veteran or military status, disability unrelated to the essential functions of a job, or any other basis prohibited by federal, state or local law.  Customer and Payroll Employee shall comply with all federal, state, and local laws that prohibit unlawful discrimination or harassment.

Policy Against Sexual Harassment And Other Illegal Harassment

Payroll Company, Customer and Frontline prohibit sexual and other illegal workplace harassment.  Customer shall train its Payroll Employees about their rights and responsibilities pursuant to applicable law pertaining to non-harassment or other illegal workplace harassment. Customer will be informed if any special training requirements legally pertain to a Payroll Employee by virtue of that person being employed by Payroll Company. Payroll Company and Customer will provide all Payroll Employees with written information detailing their rights and responsibilities under Customer’s and Payroll Company’s policies against sexual harassment and other illegal workplace harassment. Customer shall inform Payroll Company immediately of any complaint of illegal harassment by or against a Payroll Employee and shall undertake and complete a prompt and thorough investigation of any such complaint.  Upon notification, Payroll Company may assist Customer with the investigation of sexual harassment complaints made by or against Payroll Employees, but the costs associated with such investigation shall be borne by Customer.

If Wonoloer believes that he/she has not been provided equal opportunity in any manner, or if Wonoloer becomes aware of discrimination or harassment, Wonoloer should immediately report that conduct to Frontline at support@frontlinework.com or 302-703-7668.   

REQUIRED NOTIFICATIONS

The Customer will send all written notices and payroll communications to Frontline in accordance with the requirements of the Terms of Service.

Wonoloer must inform Customer of any work-related injury in connection with services performed for Customer.  Customer will provide Frontline with written notice within three (3) days of its own receipt of any notice of a work-related accident or injury, and within three (3) days of its receipt of any notice of any garnishment orders, involuntary deduction orders, notices of IRS liens and other forms of legal process affecting the payment of wages to a Payroll Employee.

DISCLAIMERS

Notwithstanding anything to the contrary, Customer and Wonoloer acknowledge and agree that:

1.  Frontline, via the Application, is solely an online venue for buyers and sellers of services and, as such, shall not be responsible for any breach or failure to perform of the Payroll Company or any other action or inaction of the Payroll Company or any Customer or any Wonoloer; and

2.  Payroll Company shall not be responsible for any breach or failure to perform of Frontline or any Customer or any other action or inaction of Frontline or any Customer or any Wonoloer.

CHANGE OF PAYROLL COMPANY

Frontline may designate a new third party payroll company (“New Company”), at any time in Frontline’s sole discretion, to perform Frontline Payroll Services. Upon such designation, or at any other time as directed by Frontline, Customer shall: (i) cooperate with such New Company in every reasonable manner to ensure uninterrupted performance of the Frontline Payroll Services; or if directed by Frontline (ii) immediately assume all federal, state and local obligations of an employer to the Payroll Employees and immediately assume full responsibility for providing payroll services and workers' compensation coverage until such time as a New Company takes over such duties from The Payroll Company. If directed by Frontline, Customer shall inform Payroll Employees that they are no longer covered by the Payroll Company for Frontline Payroll Services, workers' compensation and/or health care policies.

GENERAL PROVISIONS

Governing Law and Venue. The Services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer and Wonoloer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for Santa Clara County, California, or the county in which Customer’s principal place of business is located solely in the event of any lawsuit filed there against Wonoloer by Customer or by Frontline arising from or related to Frontline Payroll Services and/or this Services Agreement.

Severability. If any provision of the Services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Services Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

No Assignment. The Services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the Services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of Wonoloer, assign any rights and obligations under the Payroll.

Waiver. Any waiver or failure to enforce any provision of the Services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the Services Agreement with the intention of becoming legally bound, by using Frontline Payroll Services provided by the Application.