This agreement (the "Agreement") is made and entered into by and between you ("vendor (independent) contractor"or "you"), an independent vendor contractor engaged in the business of performing the type of mobile delivery services contemplated by this Agreement, and Homechow.io App Ltd. ("Homechow"). Vendor contractor and Homechow may be referred to herein individually as a "Party" and collectively as the "Parties". This agreement will become effective on the date it is accepted “signed” by vendor (independent) contractor regardless of whether vendor is eligible to or ever performs any mobile delivery services.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. SPECIFICALLY, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 11, WHICH REQUIRES THE PARTIES (UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND VOLUNTARILY AGREED TO ALL OF THE TERMS OF THIS AGREEMENT, INCLUDING THE MUTUAL ARBITRATION PROVISION, AND THAT YOU HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.
Homechow.io App provides an online food (meal) marketplace (the "Homechow Platform"or "Platform") using web-based technology that connects independent vendors to our (Homechow.io App) kitchens and restaurants and/or other businesses (collectively "merchants"), customers using the Homechow website and/or mobile application ("customers"), and independent providers of delivery services ("contractors") . Homechow' software permits customers to place orders from vendor, merchants, notifies contractors that a on-spot pick-up or delivery opportunity (find definition in below in section) is available, and facilitates the completed delivery of such orders to the customers who placed them.
Vendor (independent) is a fully-licensed, independent vendor provider of delivery services, authorized to perform the delivery services contemplated by this agreement in the geographic location(s) in which contractor operates. Contractor lawfully possesses all equipment (by Homechow.io App Ltd) necessary to perform the delivery services contemplated by this agreement in accordance with all applicable laws. Vendor (independent) contractor desires to enter into this agreement for the right to access the Homechow.io App Ltd. platform to receive vendor (independent) delivery opportunities made available to contractor through the Platform. When performing delivery services pursuant to the terms of this agreement, vendor (independent) contractor understands and expressly agrees that vendor contractor is not doing so as an employee of Homechow.io App Ltd, any merchant, or any customer. Vendor (independent) contractor further understands that: (i) Contractor is free to select those times contractor wishes to use the Homechow platform to be available to receive vendor delivery opportunities; (ii) contractor will have to accept customer delivery opportunity request when on-the-clock through the platform or on-the-spot customer sale as a vendor (independent) contractor to maximize vendors opportunity to profit; and (iii) Vendor (independent) contractor has to follow Homechow.io App Ltd customer service rules and guidelines when performing any and all deliveries.
In consideration of these recitals and the mutual promises below, and for other good and valuable consideration, Homechow.io App and vendor contractor agree as follows:
1. Purpose Of Agreement
1A. This agreement governs the entire relationship between Homechow. Io App Ltd and Vendor (independent) contractor, and establishes the parties' respective rights and obligations applicable to the sale and delivery opportunities (as defined in Section 3A below) made available to vendor contractor through the Homechow platform. In exchange for the promises contained in this agreement, vendor contractor shall have the contractual right and obligation to perform those vendor delivery opportunities that vendor contractor accepts (" sale and deliveries", defined in Section 3A below). However, except as expressly stated below in Section 12, "term and termination", nothing in this agreement requires vendor contractor to perform any delivery services during the term of this agreement, and nothing in this agreement shall guarantee vendor contractor any particular volume of vendor delivery opportunities or deliveries for any particular time period.
1B. Notwithstanding any other provision of this agreement, once vendor (independent) contractor accepts a delivery opportunity, vendor contractor agrees that contractor shall be contractually bound to complete the sale and delivery in accordance with this agreement and any specifications provided to vendor contractor by a customer and/or merchant.
2. Vendor (independent) Contractor's Services
a). Vendor contractor agrees and represents that vendor contractor is an independent provider of on-the-spot sale and delivery services, and that vendor contractor satisfies any and all legal requirements necessary to perform the delivery services contemplated by this agreement. Vendor contractor agrees to perform all sales and deliveries in compliance with any and all applicable federal, state, and local laws, rules and regulations, including but not limited to applicable food and health safety laws, rules, and/or regulations. Additionally, vendor contractor agrees that all items delivered, including food, shall arrive to the customer uncontaminated, free from tampering, and at the temperature or condition intended by the merchant.
b) Vendor (independent) contractor agrees to ensure full performance of all sales and deliveries in a timely, efficient, safe, and lawful manner. Homechow reserves the right to on occasion supervise, direct or control vendor contractor, or control the manner or prescribe the method vendor contractor uses to perform sales and deliveries, and the general public and all governmental agencies regulating the activities contemplated by this agreement shall be so informed. Vendor contractor agrees, for safety purposes, that vendor contractor will personally pick up and drop off all items accepted for sale and delivery. However, nothing in this agreement prohibits vendor contractor, to the extent permitted by law and subject to the terms of this agreement, from hiring, subcontracting, or otherwise engaging any other person (a "subcontractor") to assist vendor (independent) contractor with the the performance of some or all of vendor contractor's performance of a sale and delivery, provided any subcontractor meets and accepts all the requirements and obligations of this agreement applicable to vendor contractor, including but not limited to accepting the terms of this agreement and completing the process to separately receive sale and delivery opportunities on the Homechow platform. Vendor contractor agrees to bear sole responsibility for the direction and control over any subcontractor. Specifically, to the extent vendor contractor engages a subcontractor: (1) Vendor contractor assumes full and sole responsibility for the payment of all amounts due to the subcontractor for work performed in relation to this agreement, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to contractor and all subcontractor(s) engaged by contractor in the performance of the delivery services under this agreement. Homechow shall have no responsibility for any wages, benefits, expenses, or other payments due vendor contractor's subcontractor(s), nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to vendor contractor or any subcontractor. Neither vendor contractor nor any subcontractor shall receive any wages, including vacation pay or holiday pay, from Homechow.io App Ltd, nor shall they participate in or receive any other benefits, if any, available to Homechow.io App Ltd' employees. Unless mandated by law, Homechow.io App Ltd shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of vendor contractor or any subcontractor. The parties acknowledge and agree that those provisions of the agreement reserving ultimate authority in Homechow have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof and/or to ensure the safety of the Homechow platform for all users.
2C. Vendor (independent) contractor expressly acknowledges and agrees that as a separately established provider of sale and delivery services, vendor contractor when using Homechow.io App issued devices and instruments cannot engage in similar arrangements or business with others. Homechow.io App Ltd reserves the right to restrict vendor contractor at any time from performing sale and delivery services for other entities or customers.
2D. Vendor contractor is required, as a condition of doing business with Homechow.io App or entering into this agreement to lease, or rent any Homechow.io App Ltd products, equipment, or services from Homechow.
2E. Vendor contractor agrees that to ensure the safety of the Homechow platform, Homechow.io App shall require that vendor contractor submit to and pass a background check based on vendor contractor's own NHIS before vendor contractor receives access to the Homechow platform or is given continued access to the platform. Additionally, vendor contractor agrees that, in accordance with applicable law, and at Homechow' sole discretion, periodically during the term of this agreement (as defined in Section 12 below) Homechow.io App may require that vendor contractor submit to and pass additional background check(s). Homechow agrees that any such check(s) may be conducted only with vendor contractor's consent (as applicable) and in accordance with applicable law.
2F. On occasion, Homechow.io App Ltd may offer vendor contractor different promotions or referral programs. Vendor contractor agrees not to abuse or manipulate the promotions or referral programs. Vendor (independent) contractor understands that any abuse or manipulation constitutes a material breach of this agreement and may lead to deactivation, and that vendor contractor forfeits any payments.
2G. Vendor (independent) contractor agrees that Homechow, its affiliates or its representatives may contact vendor contractor by email, phone, push notifications, SMS, or by other comparable means (including by use of an automatic telephone dialing system) at the email address(es), phone(s), or phone number(s) vendor contractor provides, including for marketing purposes where per.io App Ltd and its portfolio companies, parent company and affiliates permitted by law. Vendor contractor also agrees and understands that Homechow sends information related to sales and deliveries and sales and delivery opportunities, including vendor fees, user account information, and sign up progress to become a vendor contractor, via SMS and push notification, so vendor contractor must agree to receive such transactional messages to provide delivery services as a vendor (independent) contractor on the Homechow platform.
2H. SMS and push communications from Homechow.io App Ltd, its affiliates or its representatives and/or merchants or customers, may include but are not limited to: (1) operational communications concerning your user account, sign up progress to become a vendor (independent) contractor, use of the Homechow platform, or features available on the platform, (2) communications relating to sales and deliveries and delivery Opportunities, including delivery fees, (3) news concerning Homechow and industry developments that affect your relationship with us, and (4) account verification communications. With your consent, Homechow may also send you marketing SMS regarding promotions from us or our third-party partners. Message and data rates may apply.
3. Sale and deliveries
3A. From time to time, the Homechow.io App platform will notify vendor (independent) contractor of the opportunity to complete sales a d deliveries from our kitchens and merchants to customers as ordered by customers through the Homechow platform (each, a spot-on-sales and delivery opportunity"). The Homechow platform may provide vendor contractor automatic acceptance options or other preferences for certain sales and delivery opportunities. With respect to each sales and delivery opportunity accepted by vendor contractor (each, a sales and delivery"), vendor contractor agrees to retrieve the order from the merchant(s) and deliver the order to customer(s) in accordance with the terms of this agreement.
Vendor (independent) contractor understands and agrees that the customer, not Homechow.io App, determines the content of the sales and delivery. Vendor contractor understands and agrees that the parameters of each sales and deliveries are established by the customer, not Homechow, and represent the end result desired, not the means by which vendor contractor is to accomplish the end result. Notwithstanding the foregoing, vendor contractor agrees to complete sales and deliveries according to the terms of this agreement and as may be required and updated by Homechow from time to time in the Help center.
3B. Vendor (independent) contractor agrees that Homechow.io App has discretion regarding which, if any, sales and delivery opportunities to offer Contractor.
3C. Vendor contractor agrees that if vendor contractor accepts a sale and delivery opportunity that includes any age-restricted items, including but not limited to alcohol, tobacco, e-cigarettes, or vaporizers, vendor contractor is solely responsible for ensuring that the sale and delivery complies with all federal, state, and local laws, including but not limited to ensuring that the individual accepting the sale and delivery is the individual who placed the order, has provided valid identification, is the required age, and is not intoxicated.
3D. Vendor contractor agrees that Homechow may provide vendor contractor with a prepaid debit card that Contractor can use to complete certain Deliveries. Any unauthorized use of this prepaid debit card will be considered theft and/or fraud, and may lead to deactivation of vendor contractor's account. If contractor loses the prepaid debit card, vendor contractor will report the loss to Homechow.io App immediately.
3E. Vendor contractor authorizes Homechow.io App, during the course of a sales and delivery, to communicate with vendor, customer, and/or merchant to assist vendor contractor, to the extent permitted by vendor contractor, in facilitating a sale and delivery. However, under no circumstances shall Homechow be authorized to control the manner or means by which vendor contractor performs a sale and Delivery.
3F. Vendor contractor agrees that In the event vendor contractor fails to fully perform any sales and delivery (a "Service Failure"), Homechow reserves the right to recover any costs incurred by Homechow related to a service failure that result from vendor contractor's action or omission. Vendor (independent) contractor further agrees that if vendor contractor fails to complete a return of any item that cannot be delivered (a "Return Failure"), Homechow.io App reserves the right to recover any costs incurred by Homechow.io App related to the return failure. If vendor contractor disputes responsibility for a service failure or return failure, vendor contractor agrees that the dispute shall be resolved pursuant to the "payment disputes"provision in section 5 below.
4. Sales and Delivery Fees
4A. Unless notified in writing by Homechow.io App or as otherwise provided herein, vendor contractor will receive payment per completed sale and delivery in the amount listed in the payment schedule for the relevant type of delivery and/or relevant market, which you can view in the Help center. Homechow.io App reserves the right, at its sole discretion, to change the payment schedules at any time for any reason. Continued use of the Homechow.io App platform shall constitute your consent to the payment schedule. From time to time, Homechow may, but is not obligated to, offer vendor contractor additional incentives to complete particular sales and deliveries.
4B. Homechow.io App agrees to transmit payment for a sales and delivery completed by vendor contractor to vendor contractor via the payment systems in the app platform. Vendor contractor is responsible for any applicable processing fees associated with such remittance. Vendor contractor further agrees to accept transfer and/or transaction fees, as applicable, for such payments.
5.Sale and Payment Disputes
5A. Vendor contractor's Failure: In the event there is a service failure, vendor contractor agrees that vendor contractor may forfeit all or a portion of the payment as described in section 4 above (depending on the extent to which the service failure results from vendor contractor's action or omission). Any reduction of payment shall be based upon proof provided by the vendor customer, merchant, vendor contractor, and/or any other party with information relevant to the dispute. Homechow.io App shall make the initial determination as to what percentage of fault vendor contractor bears (and, therefore, what percentage of the sale and delivery fee sale and contractor shall forfeit).
6. Contractor's Equipment and Expenses
6A. Vendor contractor certifies that, as applicable, vendor contractor has all equipment, including motor vehicles, scooters, and/or bicycles, (collectively "Equipment") necessary to perform sales and deliveries. When vendor contractor uses a motor vehicle or scooter to perform a sale and delivery, vendor contractor is solely responsible for ensuring that the such motor vehicle or scooter conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability. In addition, vendor contractor agrees that all equipment will be free of health hazards, including but not limited to odors, toxins, chemicals, waste, or debris as required by law.
6B. Vendor contractor is responsible for all costs and expenses arising from vendor contractor's performance of sales and deliveries, including, but not limited to, traffic tickets, tolls, parking fees, inspections, and any other costs related to equipment. Except as otherwise required by law, vendor contractor assumes all risk of damage or loss to vendor contractor's equipment.
7. Relationship of Parties
7A. The Parties acknowledge and agree that this agreement is between independent businesses that are separately owned and operated. The parties intend this agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract (or otherwise) except as specifically provided in this Agreement.
Vendor contractor agrees to report all such payments to the appropriate federal, state, and local taxing authorities.
8A. As a condition of doing business with Homechow.io App, and at vendor contractor's own expense, vendor contractor shall, during the term of this agreement, maintain current insurance of the types and in the amounts required by law in the jurisdiction in which vendor contractor operates to perform vendor contractor's delivery services as contemplated by this agreement. This includes, but is not limited to, vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by state or local law. Vendor contractor's acknowledges that failure to secure or maintain satisfactory insurance coverage, including but not limited to vehicle insurance if applicable, shall be deemed a material breach of this agreement. Homechow.io App may offer vendor contractor the opportunity to participate in certain group insurance plans made available by third-party providers to delivery service providers like vendor contractor who use the Homechow. Io App Platform. However, vendor contractor is under no obligation to participate in such plans.
8B. Workers' Compensation/Occupational Accident Insurance: vendor contractor agrees that vendor contractor will not be eligible for workers' compensation benefits through Homechow.io App, and instead, will be responsible for providing vendor contractor's own workers' compensation insurance or occupational accident insurance, if permitted by law.
8C. Notification of Coverage: vendor contractor agrees to deliver to Homechow.io App, upon request, current certificates of insurance as proof of coverage. Vendor contractor agrees to make available updated certificates each time vendor contractor purchases, renews, or alters vendor contractor's insurance coverage. Vendor contractor agrees to give Homechow.io App at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this agreement. Homechow.io App reserves the right to require vendor contractor to identify Homechow as an additional insured on vendor contractor's vehicle insurance.
9A. Vendor contractor acknowledges and agrees that in the performance of this agreement vendor contractor may have direct or indirect access or exposure to Homechow confidential information ("Confidential Information"). Confidential Information includes Homechow.io App' data, provider IDs, user information, vendor customer information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Homechow.io App designates as being proprietary or confidential or that vendor contractor should reasonably know to treat as confidential.
9B. Vendor contractor acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the Homechow.io App; (b) Vendor contractor shall not use confidential Information for any purpose except to complete a sales and delivery; (c) Vendor contractor shall not disclose Confidential Information to any third party; and (d) Vendor contractor shall not keep confidential information and shall return or destroy (with confirmation of destruction) all confidential information upon the termination of this agreement or at the request of Homechow.io App.
9C. Notwithstanding the foregoing, confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no action or omission of vendor contractor; (b) was possessed by vendor contractor prior to the date of this agreement without an obligation of confidentiality; or (c) is disclosed to vendor contractor by a third party having no obligation of confidentiality with respect thereto.
10A. Vendor contractor agrees to defend, indemnify, protect, and hold harmless Homechow.io App, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (collectively "Indemnitees"), from any and all claims, demands, damages, lawsuits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Vendor contractor and/or subcontractor arising from the performance of sales and deliveries under this agreement, including but not limited to, personal injury to or death of any person (including vendor contractor and/or subcontractor), as well as any liability arising from vendor contractor's failure to comply with the terms of this agreement. Vendor contractor's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Homechow.io App or its parent, subsidiary, and/or affiliated companies.
10B. Vendor contractor agrees to indemnify, protect, and hold harmless the indemnitees from any and all tax liabilities and responsibilities for payment of all federal, state, and/or local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers' compensation premiums, and any contributions imposed or required under federal, state, and/or local laws, that are owed by vendor contractor with respect to vendor contractor's and/or any subcontractors using the Homechow.io App platform to complete sales and deliveries.
10C. Vendor contractor agrees to be responsible for, indemnify, and hold harmless Homechow.io App, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from all costs of vendor contractor's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
11. Mutual Arbitration Provision
11A. Arbitration of disputes. Homechow.io App, it’s parent company and affiliates and vendor contractor mutually agree to resolve any disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court.
i.Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this mutual arbitration provision.
11B. BY AGREEING TO ARBITRATE DISPUTES BETWEEN THEM AS DESCRIBED HEREIN THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.
1. If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to Homechow.io App Ltd Attn: Legal Department, Labadi-Accra,Ghana.
2. CLASS ACTION WAIVER—PLEASE READ. Homechow.io App Ltd and vendor contractor mutually agree that any and all disputes or claims between the parties will be resolved in individual arbitration. The Parties further agree that by entering into this agreement, they waive their right to have any dispute or claim brought, heard or arbitrated as a class and/or collective action, or to participate in any class and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action ("Class Action Waiver").
3. REPRESENTATIVE ACTION WAIVER—PLEASE READ. Homechow.io App Ltd and vendor contractor mutually agree that any and all disputes or claims between the parties will be resolved in individual arbitration. The parties further agree that by entering into this agreement, they waive their right to have any dispute or claim brought, heard or arbitrated as a representative action, or to participate in any representative action, and an arbitrator shall not have any authority to arbitrate a representative action ("Representative Action Waiver").
4. Vendor contractor agrees and acknowledges that entering into this mutual arbitration provision does not change Contractor's status as an independent vendor contractor in fact and in law. Vendor contractor further agrees that when performing delivery services pursuant to the terms of this agreement, vendor contractor is not doing so as an employee of Homechow.io App Ltd, a merchant, or a customer. Vendor contractor further agrees that any disputes in this regard shall be determined exclusively by an arbitrator.
12. Term and Termination of Agreement
12A. This agreement shall remain in full force and effect for a term of one (1) year from the date it is accepted by Contractor and may not be terminated early without penalty except in the following limited circumstances:
1. Upon the mutual written consent of the parties hereto (with electronic communication satisfying this requirement), with the mutually agreed-upon termination date stated in the written notice.
2. By Homechow.io App, upon thirty (30) days' written notice to vendor contractor, if vendor contractor has not performed a delivery for a period of at least four (4) months (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
3. By Homechow.io App, in the event of an anticipated change in control or cessation of its operations in vendor contractor's market, upon thirty (30) days' written notice to the vendor contractor (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
4. If one party has materially breached the Agreement, immediately upon written notice to the breaching party (with electronic communication satisfying this requirement), with such notice specifying the breach relied upon. In the case of a material breach by vendor contractor, and upon written notice, Homechow.io App may deactivate vendor contractor's account.
12B. The following acts and/or occurrences shall constitute a material breach of this Agreement:
1. Failure by vendor contractor to maintain current insurance coverage in the amounts and types specified herein or as required by law.
2. Failure by Homechow to remit to vendor contractor all delivery fees for completed sales and deliveries within twenty-one (21) days of the customer's payment.
3. Failure by vendor contractor to maintain the minimum customer star rating applicable in vendor contractor's market as of the date vendor contractor accepts this agreement.
4. Failure by vendor contractor to complete a sale and delivery without waiver of the obligation by the customer or Homechow.io App.
5. Failure by vendor contractor to maintain all licenses, permits, authorities, registrations and/or other prerequisites to operate that are required by law and/or this agreement.
6. Any act by a party that causes the other party to violate its obligations under any applicable state, federal or local law.
7. Documented complaint by a customer, employee of Homechow.io App, or employee of a merchant that vendor contractor has engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
8. Documented illegal or destructive acts, including but not limited to fraud or theft, engaged in by vendor contractor.
9. Failure by vendor contractor to reasonably cooperate with Homechow.io App in the investigation of or response to any claim (insurance, civil, or otherwise) arising out of or related to vendor contractor's and/or subcontractor's alleged or actual acts or omissions while using the Homechow.io App platform.
10. Failure by vendor contractor to provide delivery services in a manner consistent with Homechow.io App' effective operation of the Homechow.io App platform.
12D. A party that receives notice of termination must continue to fulfill its obligations under this Agreement for the entire notice period. Failure to perform shall constitute early termination and shall subject the party to the liquidated damages provision in subparagraph 12C above.
12E. Other than for failure to maintain the minimum customer star rating, or illegal or destructive acts, in the event vendor contractor disputes that he or she materially breached this agreement, vendor contractor may challenge Homechow.io App decision using the dispute resolution process described in Section 11, above. In all such instances, the parties will be responsible for their own attorneys' fees and costs, subject to any remedy to which they may be entitled under applicable law and which would otherwise be available in a court of law, but Homechow.io App shall bear the arbitrator's and arbitration fees and costs. Notwithstanding the foregoing, as set forth below, vendor contractor is not precluded from asserting that applicable law requires Homechow.io App to bear the Arbitrator's and arbitration fees and costs, even for failure to maintain the minimum customer star rating, or illegal or destructive acts. In the event there is a dispute in this regard, the Arbitrator must determine the appropriate apportionment of fees at the earliest practicable time following commencement of the arbitration.
12F. If not terminated, the agreement shall be automatically renewed for successive one-year terms, unless terminated by either party as described in Sections 12A and 12B
12G. Vendor contractor's and Homechow.io App' obligations and rights arising under Section 5, 7, 8, 9, 10, 11, 12, 13 and 14 of this agreement shall survive termination of this agreement and deactivation of vendor contractor's account.
13. Entire Agreement, Transferability, And Waiver
13A. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and executed by both parties. This agreement supersedes any prior contract between the parties. This agreement may not be assigned by either party without written consent of the other, and shall be binding upon the Parties hereto, including their heirs and successors, provided, however, that Homechow.io App may assign its rights and obligations under this agreement to an affiliate of Homechow.io App or any successor(s) to its business and/or purchaser of all or substantially all of its stock or assets. references in this agreement to Homechow.io App shall be deemed to include such successor(s).
13B. The failure of Homechow.i App or vendor contractor in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
14A. No Services Required. Nothing in this agreement requires a vendor contractor to use the Homechow.io App platform to provide any delivery services. Vendor contractor may cease using the Homechow.io App platform to accept sales and delivery opportunities at any time without providing Homechow.io App notice of vendor contractor's intention to stop using the Homechow.io App platform.
14B. Captions. Captions appearing in this agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this agreement.
14C. Savings Clause. If any part of this agreement is declared unlawful or unenforceable, the remainder of this agreement shall remain in full force and effect.
14D. Force Majeure. The performance of the obligations of this agreement on the part of either Homechow.io App or vendor contractor shall be excused by reasons of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by Homechow.io App or vendor contractor.
14F. Mobile money or any mobile payment connected account terms of service. Vendor contractor represents and warrants that he or she has reviewed, understands and agrees to the all there expressed by the payment account company system and which is expressly incorporated herein by reference.
By entering into this agreement, vendor contractor expressly acknowledges and agrees that vendor contractor read and fully understand the provisions of this agreement, contractor had sufficient time and opportunity to consult with legal and tax advisors before executing this agreement, vendor contractor is legally competent to enter into this agreement, and vendor contractor agrees to be bound by this agreement.
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