This Independent Contractor Services Agreement (this "Agreement") is entered into by and between
Skyu, Inc. — a corporation organized and existing under the laws of the State of Delaware with its
principal place of business in California (hereinafter referred to as the "Company"), and the individual
signing this Agreement or otherwise accepting its terms through the Company's platform (hereinafter
referred to as the "Contractor").
WHEREAS, the Company operates a platform that connects customers with independent contractors to perform
various tasks, including but not limited to shopping, delivery, and related services (the "Platform");
WHEREAS, the Contractor desires to provide services through the Platform as an independent contractor and not
as an employee, agent, or representative of the Company;
WHEREAS, the Company desires to engage the Contractor to provide such services on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual promises, covenants, and agreements contained herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. Services and Scope of Work
1.1 The Contractor agrees to provide services through the Company's Platform (the "Services"), which may include, but are not limited to, performing tasks such as merchandising, purchasing items, interacting with retail locations, and providing documentation as specified in each task description.
1.2 The Contractor shall perform the Services in a professional, safe, efficient, and effective manner, in strict accordance with the instructions, steps, protocols, and guidelines provided in each task description, as well as any applicable federal, state, or local laws, rules, regulations, or retailer/brand guidelines.
1.3 The Contractor shall only purchase the listed item(s) as instructed and shall not exceed the allocated maximum budget for any task.
1.4 The Contractor shall complete all accepted tasks by the specified deadline date and time and shall provide all required documentation, including but not limited to photographs, videos, receipts, and other evidence of task completion.
1.5 The Company reserves the right, in its sole discretion, to withhold or deny payment for any Services that it deems to be improperly or insufficiently performed, including but not limited to Services that are incomplete, not verified, lack required documentation, or are otherwise non-compliant with this Agreement or task requirements. Such withholding or denial may occur without formal explanation or advance notice.
2. Independent Contractor Status
2.1 The Contractor acknowledges and agrees that they are an independent contractor and not an employee, agent, partner, joint venturer, or representative of the Company. Nothing in this Agreement shall be construed to create an employer-employee relationship between the parties.
2.2 The Contractor shall have sole control over the manner, means, and methods by which the Services are performed, subject to the requirements of this Agreement and applicable task descriptions. The Contractor is free to provide services to other parties and is not required to devote their full time or exclusive attention to the Company.
2.3 The Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations arising from payments received under this Agreement, including but not limited to federal, state, and local income taxes, self-employment taxes, and any other applicable taxes. The Company shall report payments to the Contractor on IRS Form 1099-NEC or as otherwise required by law.
2.4 The Contractor shall not be entitled to any benefits provided to employees of the Company, including but not limited to health insurance, retirement plans, paid time off, workers' compensation, unemployment insurance, or any other employee benefits.
2.5 The Contractor shall not hold themselves out as an employee or agent of the Company and shall not bind or obligate the Company in any manner without the Company's prior written authorization.
3. Insurance Requirements
3.1 The Contractor shall, at their own expense, maintain in full force and effect during the term of this Agreement the following insurance coverage:
(a) Commercial general liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate, covering bodily injury, property damage, and personal injury arising from the Contractor's performance of the Services;
(b) Automobile liability insurance with limits of not less than $1,000,000 combined single limit per accident, if the Contractor uses a vehicle in connection with the Services; and
(c) Any other insurance required by applicable federal, state, or local laws, or as reasonably requested by the Company.
3.2 The Contractor shall provide the Company with certificates of insurance evidencing such coverage upon request and shall name the Company as an additional insured on such policies where applicable.
3.3 Failure to maintain the required insurance shall constitute a material breach of this Agreement and may result in immediate termination of the Contractor's access to the Platform.
4. Background Checks
4.1 As a condition of providing Services through the Platform, the Contractor consents to the Company conducting background checks, including but not limited to reviews of criminal records, driving history, known aliases, prior addresses, work authorization, and information from publicly available sources or law enforcement.
4.2 If the Contractor fails the background check, they may be ineligible to provide Services. However, the Contractor shall have the opportunity to address any failures or issues related to the background check by submitting evidence or explanations to the Company.
5. Safety and Conduct
5.1 The Contractor shall prioritize safety in all interactions and activities related to the Services. The Contractor shall not engage in any conduct that endangers themselves, customers, users, retail employees, or the public.
5.2 Prohibited conduct includes, but is not limited to:
(a) Engaging in acts of assault, violence, or threats thereof;
(b) Possessing a firearm while providing Services or at a retail location, unless expressly permitted by local law;
(c) Soliciting or harassing businesses or employees for tips, money, or other forms of payment;
(d) Engaging in unwanted or unnecessary verbal, written, or online communication, including profanity, derogatory comments, graphic comments, sexually degrading comments, suggestive/obscene comments, threats, abuse, epithets, slurs, or jokes;
(e) Engaging in unwanted or unnecessary gestures, physical contact, physical impediment/blocking of movement, harassment of any kind, sexual conduct, leering, sexual flirtations, sexual assault, sexual battery, or sexual coercion;
(h) Damaging or tampering with any retail property, products, goods, displays, or food;
(i) Consuming alcohol or using any drugs while providing Services.
5.3 Violation of any safety or conduct provision may result in temporary or permanent deactivation of the Contractor's account, with or without prior notice.
6. Compliance with Laws and Regulations
6.1 The Contractor shall comply with all applicable federal, state, and local laws, rules, regulations, and guidelines, including but not limited to those set by retail stores or brands (e.g., wearing facial coverings indoors).
6.2 Violation of any such laws or regulations may result in temporary or permanent deactivation of the Contractor's account, with or without prior notice.
7. Standards of Service
7.1 The Contractor shall provide Services that meet or exceed the standards set by each retailer or brand.
7.2 Prohibited actions include, but are not limited to:
(a) Providing Services that do not meet retailer or brand standards;
(b) Providing Services that lead to incomplete or rejected tasks;
(c) Providing Services that result in retailer or brand complaints;
(d) Failing to abide by instructions, steps, protocols, or guidelines in task descriptions;
(e) Failing to complete tasks by deadlines or provide required documentation.
7.3 Violation of standards of service may result in temporary or permanent deactivation of the Contractor's account, with or without prior notice.
8. Fraud and Misrepresentation
8.1 The Contractor shall not engage in any fraudulent or deceptive activities, including but not limited to:
(a) Tampering with the reliability of the Platform;
(b) Exploiting, testing, or experimenting with the Platform’s vulnerabilities;
(c) Utilizing bots for automation or exploitation of any processes;
(d) Submitting false, misleading, inaccurate, distorted, or fabricated documentation;
(e) Delegating responsibilities to others without authorization;
(f) Misusing or misappropriating budgets or funds;
(g) Providing inaccurate personal information;
(h) Maintaining duplicate or multiple accounts;
(i) Using the Company’s trademarks or intellectual property without authorization.
8.2 If the Contractor is found to have engaged in fraud or misrepresentation, the Company may deny payment for associated tasks, revoke access to the Platform, and pursue legal remedies.
9. Indemnification and Release
9.1 The Contractor agrees to indemnify, defend, and hold harmless the Company, its affiliates, officers, directors, employees, agents, successors, and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(a) The Contractor's performance or non-performance of the Services;
(b) Any breach of this Agreement by the Contractor;
(c) Any violation of applicable laws or regulations by the Contractor;
(d) Any injury, damage, or loss caused by the Contractor's acts or omissions;
(e) Any third-party claims related to the Contractor's use of the Platform.
9.2 The Contractor hereby releases and forever discharges the Indemnified Parties from any and all claims, demands, actions, causes of action, liabilities, damages, or expenses of any kind, whether known or unknown, arising out of or related to the Contractor's provision of Services, use of the Platform, or any interactions with third parties in connection therewith.
9.3 This indemnification and release shall survive the termination or expiration of this Agreement.
10. Intellectual Property Assignment
10.1 The Contractor hereby assigns, transfers, and conveys to the Company all right, title, and interest in and to any and all intellectual property created, developed, or collected by the Contractor in connection with the Services, including but not limited to data, photographs, videos, receipts, notes, reports, metadata, and any other materials or information (collectively, the "Work Product").
10.2 The Contractor represents and warrants that the Work Product is original and does not infringe upon any third-party rights. The Contractor waives any moral rights in the Work Product and agrees that the Company shall own all copyrights, trademarks, patents, and other intellectual property rights therein.
10.3 The Contractor grants the Company a perpetual, irrevocable, worldwide, royalty-free license to use any pre-existing intellectual property incorporated into the Work Product, to the extent necessary for the Company's use of the Work Product.
10.4 The Contractor shall execute any documents reasonably requested by the Company to effectuate this assignment.
11. Termination and Deactivation
11.1 The Company may, in its sole discretion, temporarily or permanently deactivate the Contractor's account and terminate this Agreement, with or without prior notice, for any violation of this Agreement, or based on a good-faith judgment that such action is necessary.
11.2 In cases requiring further investigation, the Contractor's account may be temporarily deactivated pending the outcome.
11.3 The Contractor may submit evidence to appeal deactivation, but the Company's decision shall be final.
11.4 Upon termination, the Contractor shall immediately cease providing Services and using the Platform.
11.5 The Company reserves the right to pursue legal action for any violations.
12. Miscellaneous
12.1 This Agreement is not intended to be exhaustive, and the Company may amend it from time to time upon notice to the Contractor. Continued use of the Platform after such notice constitutes acceptance of the amendments.
12.2 This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict of laws principles. Any disputes arising hereunder shall be resolved exclusively in the courts located in the state of Delaware.
12.3 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.4 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements.
12.5 The Contractor acknowledges that they have read and understood this Agreement and agree to be bound by its terms.