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zenGiver Service Provider Agreement™

Subject to review and acceptance by zenGOT Services Inc., this zenGiver Service Provider Agreement, as amended from time to time (“Agreement”), and conditional on your strict performance and compliance with this Agreement, is made between

zenGOT Services Inc., a company incorporated under the laws of British Columbia (hereinafter “zenGOT”, or “we”, “us”, “our” or similar terms)

and

You, an independent contractor, entering into this Agreement for the purposes of obtaining certain limited rights and licenses as provided in this Agreement to permit you to advertise or provide Services (hereinafter “you”, “your” or similar terms) as permitted under the terms and conditions of this Agreement for customers, clients or consumers who request services (“Services”) through the zenGOT platform including, without limitation, the zenGOT website at www.zenGOT.com (the “Website”), the zenGOT mobile application (the “App”), and/or any other proprietary software or application (including software as a service) made available, provided or licensed by zenGOT (collectively referred to as the “zenGOT Platform”).

 

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCEPTANCE. WHEN YOU ENTER INTO THIS AGREEMENT, YOU AGREE TO INDEMNIFY AND PAY OR REIMBURSE zenGOT FOR ALL CLAIMS (AS DEFINED BELOW) zenGOT MAY SUSTAIN OR BECOME RESPONSIBLE FOR AS A RESULT OF ANY BREACH BY YOU OF THIS AGREEMENT, AND AS A RESULT OF ANY ACTION, OR FAILURE TO TAKE ACTION, BY YOU. YOU WARRANT AND REPRESENT THAT YOU HAVE INSURANCE COVERAGE AS PROVIDED IN THIS AGREEMENT. THIS AGREEMENT LIMITS THE OBLIGATIONS AND LIABILITY OF zenGOT TO YOU.

 

When you click “I Agree” on the sign-up page of the Website, you accept and agree to the terms and conditions of this Agreement and make an unconditional offer to us to enter into a binding legal contract between you and zenGOT on all the terms and conditions described in this Agreement. Upon acceptance by us, this Agreement becomes legally binding. We may require that you accept this Agreement before we conduct our review and vetting process related to your application to become a zenGiver, or we may conduct the vetting process prior to requiring you to accept this Agreement. Our acceptance may be confirmed by our advising you in advance that we accept this Agreement upon acceptance by you, or we may accept this Agreement following your acceptance and our acceptance may be confirmed by our advising you that Your zenGiver Account to provide Services on the zenGOT Platform has been activated.

 

By entering into this Agreement, you also accept and agree to always comply with the zenGOT Privacy Policy, and the zenGOT Terms of Use agreement, which may be amended from time to time, and which are both accepted by you as forming part of this Agreement.

 

YOUR RIGHTS UNDER THIS AGREEMENT ARE LIMITED AND ALWAYS CONDITIONAL UPON YOUR STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT LIMITS YOUR LEGAL RIGHTS AND IMPOSES LEGAL DUTIES AND LEGAL OBLIGATIONS ON YOU.

 

zenGOT™ , zenGiver™ , zenGivers™ and other logos, designs and marks used by zenGOT are trademarks, trade names and the exclusive property of zenGOT, all rights reserved.

 

BACKGROUND

 

We own and maintain the zenGOT Platform, which allows independent business owners and/or service providers, which are able to provide Services and who have been verified by us and successfully completed our vetting process, to use the zenGOT Platform to connect and communicate with Customers and provide them with Services. Completion of the vetting process is entirely in our sole discretion, and we reserve the right to reject any service provider for any reason, or for no reason at all.

 

You are a self-employed service provider offering goods and/or services who wishes to enter into this Agreement to join the zenGOT Platform as a zenGiver, permitting you to connect with Customers and provide them with Services pursuant to the terms and conditions of this Agreement.

 

zenGOT and you agree to the terms and conditions set out above and below in this Agreement. Any terms not defined in this Agreement will have the same meaning as those in the zenGOT Terms of Use agreement.

 

1. DEFINITIONS

 

Following are the defined terms used in this Agreement, which will have the meanings stated, unless the context requires otherwise. The singular will have the same meaning as the plural.

 

Claim” means and includes any and all claims, actions, demands, suits, liabilities, losses, expenses, penalties, interest, costs or damages of every nature and kind whatsoever (including all legal fees, on a solicitor and client basis, and court costs, including, without limitation, all costs related to enforcing the indemnity provisions of this Agreement against you).

 

Customer” means a person, persons or company who requires Services and orders and contracts to receive Services for themselves or for another person or company as a customer, consumer or client through the zenGOT Platform.

 

Customer Requirements” are the conditions for Services from a zenGiver which are specified by a Customer and become part of the Service Contract.

 

Indemnitees means and includes any and all of zenGOT and its affiliates, subsidiaries, shareholders, officers, directors, employees, customers and/or agents.

 

Service Contract” is the electronic documentation pursuant to which you agree to act as a zenGiver and to provide Services to a Customer.

 

Services” means the services you are permitted pursuant to this Agreement to offer and provide from the established zenGOT service offering list which may be updated from time to time, and at any time, by us in our exclusive discretion, as demand for different Services arises or diminishes.

 

Your zenGiver Account” is the account you set up when signing up as a zenGiver on the zenGOT Platform.

 

zenGiver” is an independent contractor or service provider who provides Services through the zenGOT Platform pursuant to an agreement with us. References to zenGivers will include you unless the context requires otherwise.

 

2. NATURE OF WORK ON THE zenGOT PLATFORM

 

2.1 Independent Contractor. This Agreement does not create the relationship of employer and employee between zenGOT and you. You are an independent contractor providing Services as a zenGiver through the zenGOT Platform and you are not, and will not be an employee of zenGOT. You confirm that you are not an employee of zenGOT and will not be eligible for any programs or benefits that are only available to employees of zenGOT. You will not represent yourself as an employee, agent, partner, or associate of zenGOT. You have no authority to enter into any agreements which bind zenGOT. zenGOT, at its sole discretion, may grant you a limited license to use the name and trademarks of zenGOT or any of its affiliates for the sole purpose of promoting or providing the Services under this Agreement.

 

2.2 Taxes, Canada Pension Plan (“CPP”), Employment Insurance (“EI”) and Worker’s Compensation. As an independent contractor, you shall be responsible for all federal, provincial and local taxes including income taxes, Goods and Services Tax (“GST”), Harmonized Sales Tax (“HST”), provincial or local sales taxes, CPP and EI, and any other fees, impositions, charges or taxes payable as a result of your entering into this Agreement, performance of the Services, or which arise in any manner out of this Agreement, if and as applicable (all of the foregoing being collectively referred to as the “Taxes”). If required by law, you shall be responsible for and maintain at all times in full force and effect, at your sole expense, adequate Worker’s Compensation insurance, or comparable coverage in your jurisdiction, as a result of your performance of the Services or which arise out of this Agreement.

 

In the event that Canada Revenue Agency or any other applicable authority, for whatever reason, seeks from the Indemnitees the payment of any amounts in respect of Taxes, Workers Compensation payments or benefits, or any other government payments, you agree, upon notice, and without limitation of zenGOT's rights to indemnity from you in this Agreement, to reimburse the Indemnitees the amount of any such payments made or demanded or required to be made (including all applicable interest, fines and penalties) within thirty (30) days of receiving such notice. You further agree that zenGOT may set off an amount equal to any such payments made (including any applicable interest, fines and penalties) from any amounts owed to you from your use of the zenGOT Platform. Your obligations under this paragraph will survive the termination of this Agreement and remain in effect thereafter.

 

As an independent contractor and sole proprietor, you warrant and represent that you have obtained both legal and tax advice prior to entering into this Agreement. If required, you shall register under the Excise Tax Act for the purposes of GST or HST, or any other applicable taxes. In the event you are required to register for GST or HST, you must supply zenGOT with your GST or HST number by sending an email to accounts@zenGOT.com or by including your GST or HST number when filling out the zenGOT™ form that specifically requests this information when providing your banking information for your payments.

 

2.3 Waiver and Indemnity. zenGOT shall have no liability to you under this Agreement except as expressly provided herein, and you waive any and all Claims you may otherwise have against zenGOT. You undertake and agree, at your own expense, to indemnify, defend and save harmless the Indemnitees from and against all Claims which the Indemnitees may have or suffer, arising out of:

 

a) any finding at any time by any court, tribunal or administrative body that you actually are considered an employee of zenGOT;

 

b) any breach by you of any term or condition of this Agreement, including, without limitation, your breach of any representation, warranty, covenant or other commitment or provision in this Agreement or any Service Contract, or your breach of any right of a third party including without limitation, privacy, confidentiality, contract, patent, trademark or copyright;

 

c) your use of the zenGOT Platform

 

d) your performance or failure of performance under any Service Contract, lawful or unlawful or negligent acts or omissions, and in each such case any direct or indirect results thereof;

 

e) any action by you, or your failure to act, in connection with this Agreement or your acting as a zenGiver, whether or not your doing so is approved by us or not.

 

You further freely, voluntarily and irrevocably waive any and all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release, waiver or indemnity by you in this Agreement. The provisions of this Section 2.3 shall survive the expiration or termination of this Agreement, howsoever caused.

 

2.4 Providing Services on or off the zenGOT Platform. In accordance with the terms of this Agreement, you will be the decision-maker when it comes to managing your business, work schedule, and personal resources. The Services provided by you are on a non-exclusive basis. You are free to offer and provide goods and services to others who are not Users of the zenGOT Platform or Customers, provided you are not in breach of any terms or conditions of this Agreement by doing so, or in a conflict of interest. However, any Customers you obtain through the zenGOT Platform are Customers of the zenGOT Platform (the “zenGOT Customers”) and if you wish to continue providing Services to zenGot Customers, you agree to only do so through the zenGOT Platform.

 

2.5 No Subcontractors. All Service Contracts accepted by you may only be performed by you. In the event you are unable to perform a Service Contract, the provisions of Section 5.4 of this Agreement (Cancelling or Rescheduling Services) will be applicable. You shall not engage or involve subcontractors to help you fulfill all or any part of a Service Contract. Subcontractors are not covered by any insurance policies we may have and are not parties to this Agreement. Therefore, you are exclusively responsible and liable, and will fully indemnify the Indemnitees for any act, behavior, conduct, error, omission and any Claim arising from, or related to any assistance you obtain, or sub-contractor you engage while performing the Services.

 

2.6 No Guarantee of Service Contracts. We give, and you receive no representation, warranty, condition or guarantee of how many Service Contracts, if any, you will obtain during the term of this Agreement. You are not required to agree to enter into any Service Contract.

 

2.7 Changes to the zenGOT Platform. In its exclusive discretion, zenGOT may change any parts or functionality of the zenGOT Platform at any time, and from time to time, for any reason, including but not limited to changes in legislation, changes in technologies, changes in how Customers and other zenGivers wish to use the zenGOT Platform, or changes in zenGOT’s business requirements or business model. Although not bound to do so, zenGOT will use commercially reasonable efforts to notify you prior to any such modifications of the zenGOT Platform. Any and all such modifications to the zenGOT Platform will be and remain subject to the terms of this Agreement, and such modifications will not constitute a breach of this Agreement. If you do not accept any changes to the zenGOT Platform, your only remedy is to remove yourself from offering Services on the zenGOT Platform.

 

2.8 Permits. We do not allow you to contract to provide or to provide Services that require permits or other regulatory or government permission to complete the Services. As a result, if you wish to offer Services requiring such permits or permissions, you will not offer or perform such services as a zenGiver or through the zenGOT Platform.

 

2.9 Confidential Information and Privacy. You represent and warrant to zenGOT that you will maintain, in confidence, the terms and conditions of this Agreement, all financial or business plans of zenGOT, information relating to zenGOT’s internal operations, any list of zenGOT Customers, the details of any work order or Service Contracts, any of zenGOT’s intellectual property, all information provided by any Customers, and all data, summaries or reports relating to the foregoing, whether oral or written, and you will not reveal the same to any persons not employed by zenGOT except: (a) at the written direction of zenGOT; or (b) as required to comply with applicable laws and regulations and orders for disclosure or audit by a government regulatory body. Such confidentiality shall not apply to information that is or becomes publicly available through no violation by you of your obligations under this Agreement. Your obligations under this Section 2.9 will survive the termination of this Agreement and remain in effect thereafter. Additionally, you are required to comply with zenGOT’s Privacy Policy, as amended from time to time, which can be found at www.zenGOT.com.

 

3. REGISTRATION AS A ZENGIVER

 

3.1 Requirements to Provide Services as a zenGiver in Canada. In order for you to provide Services on the zenGOT Platform in Canada you must, without limitation:

 

  • be at least eighteen (18) years old, or the full age of majority in your province or territory of residence, whichever is higher;
  • be legally eligible to work in Canada;
  • be fluent in the English language;
  • have a social insurance number;
  • have a Canadian bank account for receipt of your payments;
  • have a smart phone with a recent operating system;
  • have a current browser that works with the zenGOT Platform;
  • have no criminal record;
  • have a minimum of six (6) months experience providing the Service(s) you wish to provide;
  • complete the signup form for zenGivers™ at www.zengot.com;
  • complete your profile page on the Website;
  • successfully complete the verification and vetting process (as set out below);
  • attend an in-person or video conference zenGiver Orientation; and
  • download and register to use the App, when available for use.

 

3.2 Requirement to Register. To provide Services through the zenGOT Platform, you must register as a zenGiver on the zenGOT Platform and successfully complete the verification and vetting process. You agree to provide current, true, accurate and complete information about yourself and your experience and qualifications and warrant and represent that you will do so and have done so. You further agree to keep your information accurate and up-to-date at all times. You may only accept bookings for Services through the zenGOT Platform once you have successfully completed these steps, completed an Orientation and Your zenGiver Account has been activated by zenGOT.

 

You agree to allow zenGOT to use any and all information, including personal information, that you provide on your zenGOT signup page and your zenGOT profile page and you grant zenGOT a fully-paid, royalty-free, non-exclusive, assignable worldwide license, with the right to sub-license, to copy, publish, display, distribute, reproduce, store and transmit all your information in connection with your use of the zenGOT Platform.

 

3.3 Your zenGiver Account and Password. Upon registering on the zenGOT Platform you will enter your email address and select a password to use. You agree to keep your password confidential and secure. You are fully responsible for Your zenGiver Account and liable for all Claims arising from Your zenGiver Account. You shall not disclose your password to anyone or allow anyone to use Your zenGiver Account at any time or you will be removed from the zenGOT Platform. If you become aware of any unauthorized use of Your zenGiver Account or password you must immediately notify zenGOT at zengivers@zengot.com. zenGOT will not be liable in any way for any unauthorized use of Your zenGiver Account or password.

 

3.4 Verification and Vetting. You agree to the verification and vetting process of zenGOT. When registering as a zenGiver you will be required to verify your email, cell phone number, and a social media account. You consent to zenGOT completing adequate background checks (either on our own or through one or more third party background checking companies) to confirm you are suitable to provide Services on the zenGOT Platform and do not have a criminal record. You and zenGOT will share in the cost of the background check and, in this regard, you agree to pay $25 towards the cost of the background check with Accurate Background, a third party background screening company. This $25 background check fee is non-refundable. You, and all zenGivers, must be and remain suitable (with no criminal record) and capable to perform Services to remain on the zenGOT Platform.

 

3.5 Requirements for Driving. zenGOT will have no liability arising from your operation of a motor vehicle. If you will be offering Services that involve the use of a motor vehicle wherein you will be transporting goods or individuals in performance of the Services, you will have and maintain an acceptable driver’s history with no major violations, adequate insurance coverage, and you will need to be verified on the zenGOT Platform to drive for Services. zenGOT requirements for offering Services that involve driving include, without limitation, the following:

 

  • You must have owned and non-owned vehicle liability insurance with a minimum $2 Million liability coverage, or such other amount required by law (whichever is greater).
  • Your insurance policy must allow you to use the vehicle for business use.
  • You must be able to safely and lawfully maneuver a motor vehicle.
  • You have not received more than three minor driving citations in the past two years.
  • You have not perpetrated any major criminal driving violations in any situations or caused major harm or loss to any individual or property.
  • You have never had a suspended driver’s license at any time.
  • You have been a licensed driver for a minimum of two years.
  • You have been verified on the zenGOT Platform to drive for Services.
  • You have uploaded current and valid drivers’ license and vehicle insurance documents to the zenGOT Platform.

 

By entering into this Agreement, you warrant and represent that you have adequate insurance coverage including, but not limited to, a minimum of $2 Million liability coverage, or such other amount required by law (whichever is greater), and that your driving history complies with the above terms. You also grant your ongoing consent to permit us to obtain your driving record or abstract at any time, and from time to time. You also agree to update zenGOT as soon as any circumstance related to the above driving requirements changes during the duration of the Agreement, and you must upload a copy of your driver’s license and insurance documents if you plan to use your vehicle to perform any Services where you will be transporting goods or individuals as part of the Services. Also, any time your driver’s license or insurance documents expire or become invalid, you must upload the renewed documents to your zenGOT profile page as long as you are continuing to provide Services using a vehicle. You will be prevented from providing any Services that involve driving if you do not upload a current and valid drivers’ license and current and valid insurance documents on to your profile page on the zenGOT Platform. The foregoing documents will not be shared with others on the zenGOT Platform except as required by law, and are strictly for verification and use by our head office.

 

3.6 Requirements for Adequate Driving Insurance Coverage. Even though you will be submitting your insurance documents to zenGOT for verifying, you are solely responsible for ensuring that you have adequate insurance coverage to cover any eventuality that may occur while you are driving providing Services. You warrant and represent that you have consulted directly with your insurance broker and ensured that you have adequate insurance coverage to perform the Services you wish to provide.

 

In the event you are involved in an accident or cause harm or injury while driving when providing a Service, zenGOT will have no liability of any kind to you or anyone claiming through you. Without limitation, you shall not make any insurance claim through zenGOT or zenGOT’s insurance providers. However, you must immediately notify zenGOT of any property damage or loss, or harm or injuries suffered by any person involved in the driving incident. All insurance claims must be handled directly through your insurance provider. The indemnity terms and conditions in Section 2.3 of this Agreement apply to any Claims against the Indemnitees arising out of your providing Services while driving.

 

3.7 Requirements for Insurance and Workers' Compensation Coverage. You agree to obtain and maintain, at your expense, all insurance and Workers' Compensation coverage required by applicable law and, without limitation, all insurance and Workers' Compensation coverage required by us in the registration process and the terms of this Agreement. Your rights and benefits under this Agreement are conditional on continuing compliance with the foregoing. Without limitation, you agree to provide us with certificates of insurance at any time, and from time to time, on request from us. We may require that we become a "named insured" on the insurance or other coverage you are required to obtain, including the right to be advised by your insurer of any changes to coverage, or expiry or termination of coverage.

 

4. STANDARD OF SERVICE

 

4.1 Industry Standards and Expectations. You shall be fully responsible for the performance of the Services you provide and you shall, without limitation of your other obligations under this Agreement, perform the Services in accordance with all applicable industry standards and expectations. At all times, you shall act with integrity and professionalism while performing Services through the zenGOT Platform and you shall utilize all necessary professional skill, diligence and care to ensure that all Services are scheduled and completed to the satisfaction of the Customer. You warrant that you have the competency and skill necessary to perform the Services in a timely and professional manner satisfactory to the Customer.

 

4.2 zenGiver Guidelines, Expectations and Code of Conduct. The zenGOT Platform comprises a two-sided marketplace community wherein Customers are expecting to have Services consistently and successfully completed to a certain level. Given this, you agree to comply with all policies, procedures and instructions we may provide from time to time. We reserve the right to make modifications to such policies, procedures and instructions at any time, and from time to time. Without limitation, you shall review and comply with the zenGiver Guidelines, Expectations and Code of Conduct, as amended from time to time, which form part of this Agreement and are set out in Exhibit “A” to this Agreement. These zenGiver Guidelines, Expectations and Code of Conduct set out important service standards expected of any zenGiver and are guidelines for best practices when delivering Services. You will be notified through the zenGOT Platform of any amendments to the zenGiver Guidelines, Expectations and Code of Conduct and such amendments will be posted on the Website and form part of this Agreement. Upon notification you will be bound by and comply with such amendments. Those amendments may modify the terms and conditions in this Section 4.

 

4.3 Compliance with all laws. You are required to comply with all relevant laws, by-laws, rules, regulations, and licensing requirements, if any, set by any local, municipal, provincial or federal administrative body or governmental authority that has oversight or jurisdiction over you or over zenGOT regarding the Services you perform. If you are required to have any license(s) or certifications pursuant to any municipal, provincial or federal law or pursuant to any other regulations for any Services that you chose to provide, you are required to obtain those entirely at your own expense and zenGOT will not reimburse you.

 

5. zenGiver SERVICES

 

5.1 Hours. You are free to determine the hours of the day and days of the week which you are available to perform Services through the zenGOT Platform. When setting up your zenGOT profile webpage, you will set your Work Availability by adding the hours you are available to perform Services, which can be updated by you whenever you wish. You will also have the opportunity to block off holidays and other extended time periods you are not available or do not wish to work. As the zenGOT Platform and Customers will be relying on the information you provide regarding your Work Availability, you are required to keep this information up-to-date and only advertise hours you are actually available to perform Services through the zenGOT Platform.

 

5.2 Customer Requests. Requests for Services will come from a Customer based on your availability, your Services area, your hourly rate, and your credentials and information as shown on your individual zenGiver profile webpage. Requests will usually list the physical location and the type of Services needed. You are free to accept or decline a request for Services based on considerations such as the type of work requested and your know-how. It is expected that you are agreeable to the location, hourly rate and the date and time based on you setting these on your individual zenGiver profile webpage.

 

5.3 Service Contract. Once you accept the Service booking, you have then entered into a Service Contract with the Customer to provide that Service on the date and time agreed to and pursuant to the terms and conditions of this Agreement. Each Service Contract will be fulfilled on the date and time specified on the zenGOT Service request. You will fully, honestly, faithfully and completely perform all Service Contracts you enter into.

 

5.4 Cancelling or Rescheduling Services. If you need to cancel or reschedule a Service Contract, you shall cancel or reschedule the Service Contract at least 24 hours prior to the booking start time either on the Website or through the App. There is no charge if you cancel or reschedule the Service Contract with the Customer more than twenty-four (24) hours before the booking start time.

 

You must immediately inform zenGiver support at zengivers@zengot.com and the Customer if you need to cancel or reschedule the Service booking in less than 24 hours prior to the booking start time. However, just as there is a fee payable by the Customer for cancelling on you within 24 hours of the Service start time (with some or all of the fee being passed on to you for the inconvenience), there is a fee payable by you if you cancel a Service Contract less than 24 hours prior to the start time of the Service Contract. If you cancel with less than 24 hours notice this will have an impact on the Customer and the reputation of the zenGOT Platform and may require zenGOT to mediate and/or find another option for the Customer so the fee for you cancelling within 24 hours of the Service start time is as follows:

 

a) Within four (4) to twenty-four (24) hours before the appointment time, the fee is $20;

 

b) No-shows or cancellations within zero (0) to four (4) hours of appointment time, the fee is $50.

 

5.5 Equipment, Supplies and Tools. You are responsible to provide at your own expense and risk all required equipment, supplies and tools which may be needed directly or indirectly for the delivery of the Services. zenGOT will not have any accountability or responsibility when it comes to your equipment, supplies and tools or any equipment, supplies or tools of a Customer that they allow you to use.

 

5.6 Injuries. You agree to immediately inform zenGOT of any injury to yourself or others, which are in any way associated with you performing Services through the zenGOT Platform. As per Section 3.7 above, you are required to have adequate Worker’s Compensation coverage and other required insurance. If you sustain any injury, you agree to not make any Claims through or against zenGOT but agree you will rely entirely on your own Worker’s Compensation insurance and benefits if you wish to make a claim.

 

5.7 Damaged or Lost Property. You are required to immediately inform zenGOT of any damaged or lost property associated with you performing the Services by providing a detailed explanation as to how the property was damaged or lost by sending an email to zengivers@zengot.com. Additionally, you must take photos of all damaged property and send such photos to zengivers@zengot.com.

 

5.8 Safety. zenGOT does not pre-screen or complete background checks on Customers and therefore zenGOT will have no liability whatsoever for providing a safe location for work required to provide Services. It will be exclusively your duty to evaluate the safety of the work site conditions and choose whether you will continue with delivering the Services. You do so exclusively at your own risk. You are responsible for your own well-being and for the safe delivery of Services under this Agreement. If at any point you feel unsafe in the environment, leave the situation (advising the Customer you are leaving, if it is safe to do so), update the Website or App to explain why you have left and immediately contact zenGiver support by chat, phone or email at zengivers@zengot.com to advise of the situation. You will inform the Customer of your cancellation of the Service Contract through the Website or App, except when there is a reason that a Customer should not be informed by you, in which case you will immediately advise us.

 

5.9 Acting Honestly and in Good Faith. While using the zenGOT Platform and providing Services, you shall at all times act honestly and in good faith and in a manner which will not harm the goodwill and reputation of zenGOT.

 

5.10 Location Services. Every zenGiver must download the App when it becomes available for use (you will be notified when this is the case) onto a mobile device and give the App access to your device’s geographical tracking, and use such tracking at all times when using the App. This permits zenGOT to know when you and other zenGivers arrive at and leave a job location.

 

6. FEES AND PAYMENT

 

6.1 Payments by Customers. ALL PAYMENTS FOR SERVICES MUST BE MADE ON A CASHLESS BASIS THROUGH THE zenGOT PLATFORM. When a Customer enters into a Service Contract, a hold is placed on their credit card for an amount equal to or greater than the estimated total amount of the Services. Upon completion of the Service Contract, the Customer’s credit card will be charged by zenGOT for the actual total amount of the Services. At no time shall you receive payment for any Services directly from any Customer you obtained through the zenGOT Platform and you agree that you will neither attempt to do so, or accept any offer by a Customer to do so.

 

6.2 Fees to Use the zenGOT Platform. There is no cost for you to sign up and register as a zenGiver. However, zenGOT will charge you a percentage fee for your use of the zenGOT Platform to perform Service Contracts for Customers subject to the minimum fee payable as set out below. zenGOT will retain and be paid a fee equal to 25% of the total amount charged (before GST or HST) to each Customer for all first time Services with you or a fee equal to 20% of the total amount charged (before GST or HST) to each Customer for any repeat business between the same Customer and you, whether it is for the same type of Service or a different type of Service, as long as the rate you are charging is $20 per hour or more. However, if you decide to charge an hourly rate less than $20 per hour, zenGOT will retain and be paid a minimum fee of $5.00 per hour for all first time Services you perform with a Customer or $4.00 per hour for any repeat business between the same Customer and you.

 

In very rare cases, available only at the exclusive discretion of zenGOT, if a zenGiver is requested to take on the role of a zenGOT brand ambassador and the zenGiver is agreeable to the terms of this arrangement, then zenGOT may reduce the percentage fees retained by zenGOT. In such cases, zenGOT will agree, in writing, directly with the zenGiver a reduced percentage fee that zenGOT will retain for any Services the zenGOT brand ambassador performs.

 

6.3 Change of Fees. zenGOT reserves the right, on 30 days' notice, to change the fees it charges for use of the zenGOT Platform by you and each zenGiver. We will either notify you directly via email sent to the email address you provided on Your zenGiver Account or we will notify you through the Website and/or the App of any fee changes and the effective date of such changes. The revised fees will not apply to any Service Contracts entered into by you prior to being notified of the change except for recurring Service Contracts that recur on or after the effective date of the change. By continuing to use the zenGOT Platform and provide Services, you accept and agree to all such changes.

 

6.4 Hourly Rate. You are free to determine the hourly rate you wish to charge for each Service performed on the zenGOT Platform.

 

6.5 Changing your Hourly Rate(s). You may change your hourly rate(s) from time to time, however, such new rate(s) will be applicable only for Service Contracts not yet entered into. You must honour all hourly rate(s) you provided for all Service Contracts already in place. For recurring Service Contracts, such Service Contracts must be terminated and replaced with new Service Contracts that reflect the new hourly rate agreed with the Customer.

 

6.6 Customer Discounts. Customer discounts will be offered for recurring services. These percentage discounts will be posted on the Website and may be changed periodically. For example, the percentage discounts offered to Customers to incentivize them to sign up for recurring services is 5% for a monthly recurring service, 10% for bi-weekly recurring services and 15% for weekly or more than weekly recurring services. Additionally, zenGOT may from time to time offer coupons with percentage discounts to current or new customers to incentivize individuals to purchase new or additional services.

 

6.7 Your Fee Calculated After Discounts. Any fees you are paid for Services you perform are calculated based on the discounted rate charged to the Customer. For example, if a Customer receives a discount for a recurring Service, the fee paid to you will be based on the charge to the Customer using your hourly rate for the job minus the recurring fee discount.

 

6.8 Payments to You. We will pay you weekly (or more frequently at our option) for all Services completed prior to our payment processing cutoff date. If you are registered for GST or HST purposes and have provided zenGOT with your GST or HST number, we will add GST or HST to all payments made to you and you will be responsible for remitting such GST or HST to the Canada Revenue Agency in accordance with your GST or HST remittance deadlines.

 

We will either pay you through a third party payment processing company or we will pay you by electronic funds transfer (“EFT”), or otherwise, into the pre-approved bank account you have indicated. You will only receive payments for Service Contracts that are completed in accordance with acceptable industry standards, for which full payment is received from the Customer, and in compliance with this Agreement.

 

6.9 Taxes. You will comply with Section 2.2 of this Agreement in relation to any Taxes you are required to pay. You shall fully pay any applicable Taxes that are due on any amounts that are paid to you, such as income taxes, GST, HST or other applicable taxes. You are responsible for reporting and paying such Taxes to the correct governing agency.

 

6.10 Books and Records. You shall maintain during the term of this Agreement full and accurate records with respect to all Services you perform, fees charged and disbursements incurred, if any. You shall maintain such records for a period of not less than seven (7) years following termination of this Agreement. If required by zenGOT for any legal, tax, government or other purposes, including periodic audits which zenGOT shall have the right to carry out, and upon two (2) weeks’ notice to you, zenGOT or its representatives shall have the right to inspect all such records as may be necessary within reasonable business hours.

 

7. zenGOT PLATFORM

 

7.1 zenGOT Platform Access. Upon activating Your zenGiver Account, zenGOT will provide you with access to the Website and App (as, if and when available) in order to enable contact between Customers and you for the purposes of entering into Service Contracts.

 

7.2 zenGOT Platform Use. You agree to use the zenGOT Platform, including the Website and App, in accordance with both our Terms of Use agreement and this Agreement. As a zenGiver, you may only use the zenGOT Platform for your own purposes to provide Services and you may not use the zenGOT Platform for the benefit of any third party. We reserve our right to at any time terminate this Agreement and/or suspend your use of the zenGOT Platform, without notice, if you are in default under this Agreement or the Terms of Use agreement, or if we have reason to believe this has occurred. You agree to bear all costs and damages you may incur due to termination of this Agreement and of your use of the zenGOT Platform. You further agree to indemnify the Indemnitees as provided in Section 2.3 harmless against any and all Claims arising from termination of your use of the zenGOT Platform or this Agreement for any reason.

 

7.3 Ownership of Information. You agree that any and all logos, designs, images, files, materials, information, including but not limited to Customer order information, reviews, ratings, computer software, business systems, business plan development, marketing methods, technologies, website development, App, other data, intellectual property or intangible property, or items provided by zenGOT, generated by the use of the zenGOT Platform, or obtained or received by you in the course of providing Services or using the zenGOT Platform (hereinafter referred to as “Business Data”) shall be owned exclusively by zenGOT, and be and remain the exclusive property (including all copyrights, moral rights and other intellectual property rights therein) of zenGOT and shall only be used by you in accordance with this Agreement, and all such Business Data shall be returned by you to us on demand and in any event upon termination of this Agreement, excluding only any zenGOT promotional materials such as T-shirts, coffee mugs, caps, pins, pens, etc. that have been gifted to you or purchased by you. Without limitation, the terms and conditions of Section 2.9 will apply to Business Data. Upon termination of this Agreement, you shall not, directly or indirectly, use or reproduce, publish, display or disclose any Business Data to any third party, nor will you permit any person, firm or corporation to do so.

 

7.4 Exclusivity and Customers. zenGOT invests time, money and resources in marketing and attracting zenGOT Customers to sign up and use the zenGOT Platform. You agree that any of the zenGOT Customers you obtain through the zenGOT Platform are Customers of, and proprietary to zenGOT and you or any business that you own or control (or hold a minority interest in) cannot engage with or provide services to such zenGOT Customers outside of the zenGOT Platform. Doing so would be likely to damage or jeopardize the business of zenGOT and the integrity of the zenGOT Platform and cause damages to zenGOT. If it is determined that you or any such business you own or control (or hold a minority interest in) are providing Services to zenGOT Customers outside of the zenGOT Platform without the express and written consent of zenGOT, zenGOT shall have the right to pursue legal action against you and/or charge and collect from you a $2,000 Finders' Fee for each zenGOT Customer you are providing Services to or have provided Services to outside of the zenGOT Platform. Additionally, zenGOT shall have the right to permanently remove you from the zenGOT Platform.

 

7.5 Non-Solicitation. During the term of this Agreement and for a period of 12 months following the termination of this Agreement, regardless of the circumstances of such termination, you will not, either directly or indirectly, on your own behalf or in the service or on behalf of others, attempt to solicit, divert or appropriate, or attempt to solicit, divert or appropriate for any purpose competitive with the interest of zenGOT any zenGot Customer which was, or is generating revenues for zenGOT or any zenGiver providing zenGiver Services for zenGOT through the zenGOT Platform.

 

7.6 Ratings. The zenGOT Platform allows Customers to rate you for the Services you perform through a 1 to 5 star rating system where a 5 star rating reflects excellent Service and a 1 star rating reflects unsatisfactory Service. After you have been rated five times, your rating is averaged and you must maintain an average rating of 3.7 stars or higher (or such other average amount as determined from time to time by zenGOT and notification provided to you) to remain on the zenGOT Platform. Additionally, you may have the opportunity to rate the experience of providing Services to the Customer through a 1 to 5 star rating system.

 

7.7 Reviews. The zenGOT Platform allows Customers to write a review about you and the Service you performed (each a “Review”), which may be posted on the zenGOT Platform. All Reviews shall remain the property of zenGOT and may continue to be used by zenGOT even after the termination of this Agreement. Additionally, you may write a review about a Customer, which may or may not be posted on the zenGOT Platform or which may or may not be shared with other zenGivers. You agree to not write or publish anything false, misleading, slanderous, defamatory, or libelous about any zenGOT Customers. You agree to indemnify the Indemnitees pursuant to Section 2.3 with respect to any Review you create, or you’ll be in breach of the foregoing, including with respect to any Claim by a third party arising therefrom.

 

7.8 zenGOT Platform “As Is” and “As Available”. YOU ACKNOWLEDGE AND AGREE THAT THE SOFTWARE AND SERVICES OF zenGOT AND THE zenGOT PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND zenGOT DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE INCLUDING ANY WARRANTIES OR CONDITIONS THAT ARE IMPLIED BY STATUTE. YOU ACKNOWLEDGE AND AGREE THAT zenGOT SPECIFICALLY DISCLAIMS ANY REPRESENTATION, WARRANTY OR CONDITION THAT ANY OF zenGOT’S SOFTWARE OR SERVICES OR THE zenGOT PLATFORM WILL OPERATE UNINTERRUPTED, SECURE, TIMELY OR ERROR-FREE OR THAT ALL ERRORS WILL BE CORRECTED.

 

8. WARRANTIES AND REPRESENTATIONS

 

8.1 zenGOT Warranties. zenGOT represents and warrants that it has all rights required to provide access to the zenGOT Platform. zenGOT further represents and warrants that it has the authority and the legal right to enter into this Agreement and perform its obligations under this Agreement.

 

8.2 Your Warranties and Representations. At all times during the term of this Agreement, you represent and warrant that:

 

a) There are no Claims against you which will have an adverse effect on your ability to fulfill your obligations under this Agreement, and you will immediately notify zenGOT if, during the term of this Agreement, you become aware of any Claims which may have a material adverse effect on your ability to fulfill the obligations under this Agreement or any Service Contract;

 

b) You will comply with any and all applicable federal, provincial, municipal and other local laws, by-laws, orders, regulations, rules, and ordinances that apply to performing the Services pursuant to this Agreement;

 

c) If required by law, you are duly registered or you will apply to become duly registered under the Excise Tax Act for the purposes of the Goods and Services Tax (“GST”) or the Harmonized Sales Tax (“HST”) or other applicable taxes in respect of your business and/or you providing the Services, you will remain registered throughout the term of this Agreement, as required and you will provide zenGOT with your GST or HST number, or provincial or local tax numbers, as necessary;

 

d) You will, at your own expense, obtain all licenses, certificates or certifications which may be required under any applicable federal, provincial, municipal or other local law, rule, regulation or ordinance to perform the Services in accordance with the terms and conditions of this Agreement and any and all Service Contracts; and

 

e) In providing the Services, you shall act honestly and in good faith and in a manner which will not harm the goodwill and reputation of zenGOT.

 

The foregoing shall be subject to the indemnity provisions in Section 2.3.

 

8.3 Disclaimer of Implied Warranties. Except for the express warranties contained in this Agreement, zenGOT does not make any representations, conditions or warranties of any kind, including without limitation, any implied warranties, conditions or representations.

 

9. RISK AND LIABILITY

 

9.1 zenGOT Insurance. zenGOT shall have the right, but not the obligation, in its exclusive discretion, to decide whether to provide general liability insurance (with a deductible) in relation to Services provided pursuant to a Service Contract made through the zenGOT Platform. If insurance is obtained by zenGOT and offered through the zenGOT Platform, any such insurance coverage may be secondary to the Customer’s homeowners insurance or renters insurance and may also be secondary to any insurance that you have, whether such insurance is required under this Agreement, or otherwise. Any insurance coverage provided by zenGOT will be posted at the Website together with any exclusions and, subject to the terms of Section 9.2, any such insurance coverage will be limited to property damage and/or injury to persons (as set out on the Website) while providing Services through the zenGOT Platform. Any work undertaken and/or completed by you that is outside the scope of the Services and/or the Service Contract will not be covered by any insurance policy and is undertaken by you at your own risk and peril. Should you undertake or perform any Services not covered by any zenGOT insurance coverage available or made available pursuant to the foregoing, or otherwise, or any services outside the scope of the Service Contract or outside the scope of the list of approved Services on the zenGOT Platform, or otherwise outside the scope of the zenGOT Platform, you release zenGOT from all liability arising from your doing so, and undertake and agree to indemnify the Indemnitees for any Claims arising from your doing so as provided in Section 2.3

 

9.2 zenGiver Insurance Coverage. You shall, at your sole cost and expense obtain any insurance that is required in connection with you performing the zenGiver Services that is not expressly covered in a zenGOT insurance policy, if any. You shall also at your sole cost and expense obtain any vehicle insurance if you choose to provide any Services that require you to drive and/or use your vehicle and you must comply with Sections 3.5 and 3.6 of this Agreement. zenGOT shall not be liable in any way for any losses, injury, harm, negligence, or any other damage that occurs to you or your vehicle or any other loss not expressly covered by a zenGOT insurance policy, if any. Additionally, as per Clause 2.2 of this Agreement, if required, you shall be responsible for and maintain at all times in full force and effect, at your sole expense adequate Worker’s Compensation insurance as a result of your performance of the Services or which arise out of this Agreement. You understand and agree that zenGOT shall not be responsible for providing such coverage for you. You therefore consent to release zenGOT from any liability for any injury sustained in the course of your provision of zenGiver Services in connection with Service Contracts.

 

9.3 Limitation of Liability. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL zenGOT OR ANY OF ITS AFFILIATES, PARTNERS, SUBSIDIARIES, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES OR AGENTS BE LIABLE, UNDER ANY LEGAL THEORY WHATSOEVER, FOR ANY INDIRECT, SPECIAL, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES HOWSOEVER ARISING, TO YOU (INCLUDING, WITHOUT LIMITATION, ANY ECONOMIC LOSS, DAMAGES FOR LOST BUSINESS, REVENUE OR EXPECTATION OF SAVINGS, PRESENT OR FUTURE PROFITS, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, REIMBURSEMENT FOR EXPENDITURES OR INVESTMENTS MADE OR COMMITMENTS ENTERED INTO, CREATION OF CLIENTELE, ADVERTISING COSTS, TERMINATION OF EMPLOYEES OR EMPLOYEE SALARIES, OVERHEAD OR FACILITIES INCURRED OR ACQUIRED BASED UPON THE BUSINESS DERIVED OR THE SERVICES PERFORMED OR THE SERVICE CONTRACTS ENTERED INTO OR ANTICIPATED UNDER THIS AGREEMENT), WHETHER FORESEEABLE OR NOT, FOR ANY CAUSE WHATSOEVER WHETHER OR NOT CAUSED BY NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR FOR THE INABILITY TO USE THE zenGOT PLATFORM OR FOR ANY ERROR, DEFECT, OMMISSION OR DELAY. THE PROVISIONS OF THIS SECTION 9.3 SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. YOU FURTHER AGREE THAT, IN ANY AND ALL CIRCUMSTANCES, YOUR CLAIMS FOR DAMAGES WILL BE LIMITED TO DIRECT DAMAGES ONLY IN THE MAXIMUM SUM OF ONE HUNDRED DOLLARS ($100.00) IN CANADIAN CURRENCY FOR ALL CLAIMS MADE BY YOU.

 

9.4 Release. zenGOT does not verify the identities of zenGOT Customers. You agree that you voluntarily assume and bear all risk related to zenGOT Customers, Service Contracts and Services you provide. You further agree to indemnify the Indemnitees pursuant to Section 2.3 of this Agreement from and against any and all Claims related to the foregoing.

 

10. TERM AND TERMINATION

 

10.1 Term. This Agreement shall commence on the date on which it is entered into by both of us, and will remain in full force and effect unless or until terminated in accordance with the terms of this Agreement. You acknowledge that, subject to compliance with any applicable statutory provisions, you shall not be entitled to any payment for loss of business opportunity, disruption, office or other similar matter on any termination of this Agreement.

 

10.2 Termination.

 

a) Termination by zenGOT. zenGOT may terminate this Agreement at any time for any reason on providing notice to you. Although not required, we will do our best to provide you with 30 days' notice of pending termination. We may provide notice of termination to you by sending a direct communication to you through the zenGOT Platform to the email address associated with Your zenGiver Account or otherwise.

 

b) Termination by You. You may terminate this Agreement at any time and for any reason. If you wish to terminate providing Services through the zenGOT Platform and terminate this Agreement, you must log in to Your zenGiver Account and follow the instructions to close Your zenGiver Account. You shall fulfill all of your obligations under any Service Contract that you entered into prior to such date of termination, with the exception of recurring Services, and the terms and conditions of this Agreement shall apply to such Service Contracts despite such termination. On termination of this Agreement, you shall immediately cease and desist all access to and use of the zenGOT Platform and you must return any and all of zenGOT’s documentation and/or zenGOT confidential or proprietary information in your possession. After termination, you shall receive payments for all Services completed by you prior to the date of termination of Your zenGiver Account and/or this Agreement as per the terms of this Agreement.

 

c) Immediate Termination by zenGOT. zenGOT reserves the right to terminate this Agreement immediately if it deems that such termination is necessary for the protection of Customers, the zenGOT Platform and/or its business interests. The reasons for termination by zenGOT may include, but are not limited to: i) material breach of your representations or warranties or this Agreement; ii) You commit or are charged with a criminal offence, or convicted thereof; iii) You fail to perform or pass any verification test which may be requested of you from time to time; iv) You fail to maintain the average star rating set by zenGOT, which may be amended from time to time and shall be posted on the zenGOT Platform; v) You fail to comply with or maintain the standards set out in the zenGiver Guidelines, Expectations and Code of Conduct attached as Exhibit “A” to this Agreement; or vi) We receive one or more complaints from zenGOT Customers regarding your conduct and/or performance.

 

Except as specifically set out in this Agreement, neither party to this Agreement will be liable to the other for any Claim solely by reason of any termination of your access to the zenGOT Platform or this Agreement.

.
10.3 Final Payment. Upon termination of this Agreement, zenGOT will pay you any outstanding amounts due and payable to you for previously completed Service Contracts in accordance with the terms of this Agreement.

 

10.4 Survival. The statements, terms, conditions and provisions of this Agreement set forth at the beginning of this Agreement before Section 1, Definitions, as well as sections 2 (in its entirety), 6.9, 6.10, 7 (in its entirety), 8 (in its entirety), 9 (in its entirety), and 11 (in its entirety) of this Agreement shall survive the termination or expiry of this Agreement as well as any other provisions of this Agreement which must reasonably survive in order to give meaning to such provisions, or which, by their nature, should reasonably survive.

 

11. GENERAL PROVISIONS

 

11.1 Independent Advice. You acknowledge that you have had sufficient time to review this Agreement and have had the opportunity to seek independent financial, tax and legal advice with respect to this Agreement before entering into this Agreement. You confirm that you are not relying on zenGOT or any representations or inducements whatsoever in entering into this Agreement. You are relying on your own counsel and the counsel of your own financial, tax, legal and other advisors. All such independent advice will be obtained by you at your own cost.

 

11.2 Communication and Notices. Any notice provided to either party under this Agreement shall be in writing. It is a requirement that zenGOT be able to communicate with you, from time to time, by email and/or through the zenGOT Platform for you to continue participating in and using the zenGOT Platform. You are solely responsible for ensuring that the email address provided in Your zenGiver Account is your current and active email address and that you are able to retrieve all emails sent to that email address. Any notice required to be given by zenGOT to you, whether pursuant to this Agreement or otherwise, may be given by zenGOT sending an email to the email address set out in Your zenGiver Account. zenGOT may also provide notice to you when you log into Your zenGiver Account or by posting the notice on the zenGOT Platform. Notice shall be deemed to have been received by you upon the email being sent to you and/or an online notification being posted in the zenGOT Platform.

 

You may send a notice or other communication to zenGOT by emailing zenGOT at zengivers@zengot.com. If required, for certain communications, zenGOT reserves the right to require you to send such communications by registered mail addressed to zenGOT to the following address:

 

Suite 1400, 1055 West Hastings Street

Vancouver, BC

V6E 2E9

 

11.3 Assignment. This Agreement is binding upon and will inure to the benefit of each party to this Agreement, and their respective successors and permitted assigns. zenGOT may assign the rights and obligations under this Agreement to a third party. It is agreed that your rights under this Agreement are personal to you, and you shall not assign your rights and obligations under this Agreement or the whole or any portion of the zenGiver Services undertaken by you.

 

11.4 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia, and the laws of Canada applicable therein. Any dispute arising from, connected with or relating to this Agreement or any related matters shall first be submitted by zenGOT and you for arbitration pursuant to the Commercial Arbitration Act (British Columbia), with the location of the arbitration being Vancouver before a single arbitrator, and the language of the arbitration being English, or must be resolved before the Courts of British Columbia. In the event litigation occurs, you hereby irrevocably submit and attorn to the original and exclusive jurisdiction of the Courts of British Columbia, sitting at Vancouver, in respect of any such dispute or matter. Notwithstanding the foregoing, zenGOT may apply to any court of competent jurisdiction for equitable remedies including injunctive relief and to enforce its intellectual property rights. Ownership of the zenGOT Platform and any and all other things stated under this Agreement to be owned by zenGOT, or proprietary to zenGOT, shall not be subject to arbitration. The foregoing shall apply notwithstanding your residency, presence or domicile in any other jurisdiction.

 

11.5 Publicity. We will have the right, but not the obligation, to list you on the Website and refer to you as a zenGiver and/or zenGOT service provider in communications, media coverage, press releases and other publicity. You agree that you must obtain the prior written consent of zenGOT for any press releases, media coverage, and other public communication relating to your relationship with zenGOT and your participation on the zenGOT Platform. zenGOT reserves the right, in its sole discretion, to withhold the approval of any public communication or press releases.

 

11.6 Severability. If any term or conditions of this Agreement are deemed or declared illegal or unenforceable by a court of competent jurisdiction, such terms or conditions shall be considered to be severed and deleted from this Agreement but only to the extent of such illegality or unenforceability, and the remainder of this Agreement shall continue in full force and effect.

 

11.7 Remedies; Waiver. No failure or delay by a Party to exercise any right, power or privilege provided under this Agreement or by applicable law will operate as a waiver. No single or partial exercise of any such right, power, or privilege will preclude any other or future exercise of any other right, power or privilege. The remedies provided under this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.

 

11.8 Force Majeure. Neither party to this Agreement shall be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including but not limited to, an act of war, act of god, act of terrorists, earthquake, flood, fire, explosion, embargo, riot, sabotage, labor shortage or dispute, governmental act, or failure of the Internet, provided that the delayed party i) gives the other party prompt notice of the delay; and ii) uses its best efforts to correct such failure.

 

11.9 Expenses. Each party shall bear its own costs and expenses in connection with its performance under this Agreement.

 

11.10 Headings. The headings in this Agreement are for reference purposes only and shall not be used in the interpretation of this Agreement.

 

11.11 Entire Agreement. The Parties to this Agreement, including all other referenced documents, policies, schedules and attachments, and subject to the rights of zenGOT to modify the terms and conditions of this Agreement and other documents under Section 11.12 and otherwise, intend that this Agreement (a) constitutes the final and binding expression of their agreement and the complete and exclusive statement of the terms related to the subject matter hereof and (b) supersedes all prior negotiations, representations and agreements related to said subject matter.

 

11.12 Amendments to this Agreement. zenGOT may amend this Agreement, from time to time, by providing 30 days' notice to you through the zenGOT Platform and revising and posting a new Agreement on the zenGOT Platform. The amended Agreement will be effective from the effective date shown on the bottom of the Agreement. If you continue to use the zenGOT Platform after the effective date of the amended Agreement, you are deemed to have accepted the terms and conditions of this Agreement, as amended. If the terms and conditions of the amended Agreement are not acceptable to you or you do not agree to the amended terms and conditions, your exclusive and only recourse and remedy is to discontinue accepting new Services and remove yourself from the zenGOT Platform. Any reviews or ratings about you as a zenGiver will remain the property of zenGOT.

 

 

 

 

Exhibit “A”

zenGiver Guidelines, Expectations and Code of Conduct

 

The zenGOT Platform comprises a two-sided marketplace community wherein Customers are expecting to have Services consistently and successfully completed to a certain level by experienced service providers. Even though zenGOT does not control how you perform your Services, we do expect you and all zenGivers to follow service criteria in alignment with industry standards and expectations to ensure the smooth running of the zenGOT Platform. You shall utilize all necessary professional skill, diligence and care to ensure that all Services are scheduled and completed to the satisfaction of the Customer. Following are guidelines for best practices when delivering Services:

 

You shall always act with integrity and professionalism while performing Services.

 

Always be polite and respectful with Customers and never argue with them or cause any distress to the Customer.

 

Arrive on time for all Service bookings. In the very rare circumstance that you are running a few minutes late, you must inform the Customer immediately of any delay and your expected arrival time.

 

Once you arrive at the Customer’s location, introduce yourself (with a smile) by stating your name and that you are a zenGiver from the zenGOT community and ensure you are wearing a zenGOT badge or pin to properly identify yourself. Ask the name of the Customer to confirm you are at the correct location of the task.

 

Use the appropriate App feature (when the App is available for use) to communicate to zenGOT that you have arrived on time and are ready to begin the Services. This is important to ensure that you are paid for all your time spent on the Service and are not penalized for being late.

 

Before beginning the task, if the Customer is there, ask the Customer to show you exactly what needs to be done. Or, if the Customer is not there, assess the environment as instructed and consented to by the Customer, and assess the job based on your previous communications with the Customer via the zenGOT Platform. Ensure the scope of the work, the expectations, and estimated hours required are understood between the Customer and you and assess whether you feel the Service can be completed to the satisfaction of the Customer within the time booked.

 

If it appears that there is not sufficient time to complete the Service in the time allotted, you must notify the Customer as soon as this is apparent and either:

 

get the Customer to advise you of their priorities to be completed in the time booked; or

if you are available to stay longer, let the Customer know how much additional time you project the Service will take; if the Customer is agreeable to you staying, have the Customer agree to an extension of the time allotted by clicking on “Extend time” on their App (when it is available for use) or on the Website. You will then receive a notification through the zenGOT Platform showing the additional amount of time the Customer has agreed to pay for.

 

Always get the approval of the Customer before extending the hours for any job. Ensure that you continue to communicate with the Customer about the job, as needed. In no circumstances shall you extend the time of the Service, without prior approval, and then ask the Customer to agree to pay for the additional time spent.

 

Take care with Customer’s belongings and leave the site clean and tidy without any damage to the property. All waste must be properly removed.

 

It is important to use the zenGOT Platform chat feature to note any damages that already exist regarding the Services. For example, if a couch you are moving has a rip in the fabric, message the Customer with a picture of the damage in the chat thread so there is a record of it. Also, out of courtesy, notify the Customer in person if they are there.

 

Get the approval of the Customer or owner before using Customer’s property (for example, their cleaning supplies or equipment or tools, etc.) and always use any equipment or tools under their supervision.

 

Use safety equipment, such as gloves, goggles, moving straps, helmets, etc., if required or applicable.

 

It is expected that you will always strive to provide exceptional quality Services. Ensure that you complete the job to the satisfaction of the Customer as per their request in a respectable, professional manner in keeping with industry standards. Any Services you perform that fall short of this standard will be re-done by you at no cost to zenGOT or the Customer.

 

zenGOT has the right to investigate and inspect, from time to time, any Service work performed by you to ensure that the Service is being performed in a professional manner in keeping with industry standards.

 

Once you have completed the Service, if the Customer is there, let them know you have finished and say goodbye before leaving.

 

As soon as you have completed the Service, click on “Service completed” on the App (when available for use) or on the Website and then rate the Customer and make any notes that might be helpful for you or another zenGiver for a future booking.

 

Comply with relevant privacy laws and the zenGOT Privacy Policy in the collection, storage, and disclosure of Customer’s personal and confidential information.

 

Comply with all applicable federal, provincial, municipal and other local laws, rules, regulations codes, and licensing requirements (if any) regarding the delivery of zenGiver Services while also complying with the zenGOT Terms of Use agreement and the zenGOT Service Provider Agreement.