This Independent Contractor Agreement (the "Agreement") is made and entered into as of the date of electronic acceptance (the "Effective Date") by and between Alive LLC, a Limited Liability Company with its principal place of business at 220 Andrews Avenue, Delray Beach, Florida 33484 (hereinafter referred to as the "Company"), and the individual accepting this Agreement electronically (hereinafter referred to as the "Contractor").
WHEREAS, the Company operates a digital wellness marketplace platform that connects wellness providers with clients seeking wellness services; and
WHEREAS, Contractor desires to offer wellness services through the Company's platform as an independent contractor; and
WHEREAS, Contractor represents that they possess the necessary qualifications, skills, and expertise to perform wellness services in a professional manner; and
WHEREAS, the parties wish to set forth the terms and conditions governing their business relationship.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Contractor (collectively referred to as the "Parties" and individually as a "Party") agree as follows:
1.1 Independent Contractor Relationship. The Parties acknowledge and agree that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Company. Nothing in this Agreement shall be construed to create an employer-employee relationship, joint venture, or partnership between the Parties.
1.2 Control and Direction. Contractor shall have sole discretion and control over the manner, means, and methods by which the services are performed, including determining when, where, and how to provide services to clients through the Platform. Contractor shall determine the techniques, tools, and equipment necessary for completion of the services, subject to compliance with Company's platform policies and applicable law.
1.3 Equipment and Expenses. Contractor is responsible for providing and maintaining all equipment, tools, software, internet connectivity, and workspace necessary to perform the services. Contractor shall bear all expenses related to performing the services, and Company shall not reimburse Contractor for any such expenses unless otherwise agreed in writing.
1.4 Taxes and Benefits. Contractor acknowledges and agrees that Contractor shall be solely responsible for all federal, state, and local taxes, including income taxes, self-employment taxes, Social Security, Medicare, and any other applicable taxes or withholdings. Contractor is responsible for timely filing of all tax returns and payment of all taxes owed. Contractor shall not be entitled to any benefits provided to employees of Company, including but not limited to health insurance, retirement benefits, paid time off, sick leave, disability insurance, or workers' compensation coverage.
1.5 Non-Exclusivity. This Agreement is non-exclusive. Contractor is free to provide similar services to other clients, engage in other business activities, and work with other platforms, provided that such activities do not conflict with Contractor's obligations under this Agreement or violate any confidentiality or non-disparagement provisions herein.
1.6 No Authority to Bind. Contractor shall have no authority to bind Company, enter into contracts on behalf of Company, make representations or warranties on behalf of Company, or otherwise act as an agent or representative of Company without the prior written consent of an authorized Company representative. Contractor shall not hold itself out as an agent, representative, employee, or partner of Company to any third party.
1.7 Right to Refuse Work. Contractor has the right to accept or decline any client requests or bookings through the Platform at Contractor's sole discretion, except that Contractor should honor confirmed bookings absent emergency or unforeseen circumstances.
2.1 Platform Services. Company operates a digital wellness marketplace that connects wellness providers with clients seeking wellness services. Contractor will offer wellness services to clients through the Platform in accordance with this Agreement.
2.2 Wellness Services. Contractor may offer various wellness services including but not limited to coaching, fitness instruction, nutritional guidance, mindfulness training, lifestyle coaching, spiritual guidance, and other non-clinical wellness services as determined by Contractor. Services may be provided in a digital format (including but not limited to video sessions, messaging, live classes, or digital content). In-person services may be offered only if approved by Company in accordance with Section 2.8 of this Agreement.
2.3 Non-Medical Services. All services provided through the Platform are non-medical and non-clinical in nature. Contractor shall not provide medical advice, medical diagnosis, medical treatment, or prescribe medications or supplements. Contractor shall not diagnose, treat, or claim to cure any medical conditions. Services are not a substitute for professional medical care, and clients should be advised to consult qualified healthcare professionals for medical concerns.
2.4 Provider Control. Contractor has sole discretion to determine which specific wellness services to offer, set pricing, rates, and service packages, control their schedule, availability, and working hours, accept or decline client requests and bookings, determine the format and delivery method of services, and take time off without Company approval.
2.5 Professional Standards. Contractor shall provide services in a professional, respectful, and ethical manner, stay within their scope of expertise, training, and qualifications, honor confirmed bookings or provide reasonable advance notice of cancellation, maintain appropriate professional boundaries with clients, and comply with Company's Provider Policies, Terms of Service, and Community Guidelines.
2.6 Prohibited Conduct. Contractor shall not provide medical advice, diagnosis, or treatment; make false, misleading claims or guarantee specific health outcomes; engage in harassment, discrimination, or inappropriate conduct with clients; misrepresent credentials, training, or expertise; circumvent the Platform to provide services directly to clients outside the Platform; or violate applicable laws or Platform policies.
2.7 Platform Compliance. Contractor agrees to comply with Company's Provider Policies, Terms of Service, Community Guidelines, and other platform rules as published on the Platform and as may be updated from time to time with reasonable notice to Contractor. These policies are incorporated into this Agreement by reference and are available in the Provider Dashboard.
2.8 In-Person Services. Contractor may be permitted to offer in-person services through the Platform, subject to Company approval. In-person services are generally limited to Contractors operating as a registered business or organizations. Individual providers may be approved to offer in-person services on a case-by-case basis at Company's sole discretion. Contractor acknowledges and agrees that all in-person services are conducted solely at Contractor's discretion and responsibility, including but not limited to selecting the location, ensuring safety, and complying with all applicable laws, regulations, and local requirements. Company acts solely as a technology platform that facilitates connections between clients and providers and has no involvement in, control over, or responsibility for any in-person interactions. Contractor assumes full responsibility and liability for all in-person services, including but not limited to any injuries, damages, losses, or incidents that may occur during or as a result of such services. Contractor agrees that Company shall have no liability whatsoever for any claims arising out of or related to in-person services. Contractor is solely responsible for obtaining and maintaining any insurance coverage Contractor deems appropriate or that may be required by law, including but not limited to general liability or professional liability insurance covering in-person services. Contractor agrees to promptly report to Company, through the Provider Dashboard or other designated method, any incident, emergencies, safety concerns, or other critical situations that occur during in-person services. Additionally, Company reserves the right to revoke or restrict a Contractor's ability to offer in-person services at any time, with or without notice, at its sole discretion.
3.1 MyAlive Credits System. The Platform operates on a credit-based payment system where clients purchase MyAlive Credits to pay for services. Contractor sets their service pricing in MyAlive Credits and receives compensation based on the credit value at the time of the completed transaction.
3.2 Credit Value and Compensation. As of the Effective Date of this Agreement, Contractor receives fifty cents ($0.50) United States Dollars per MyAlive Credit earned through services provided on the Platform. When setting prices, Contractor will see the USD equivalent displayed on the Platform (for example, 50 Credits = $25.00 USD). Company reserves the right to modify the USD value per credit and the platform commission structure at any time upon thirty (30) days advance written notice to Contractor. Any changes to credit value or commission will apply only to services provided after the effective date of such change. Services already booked or in progress at the time of the change will be compensated at the rate in effect when the service was booked.
3.3 Setting Prices. Contractor has sole discretion to set their own pricing for services offered through the Platform. Pricing is set in MyAlive Credits, and the Platform will display the USD equivalent to Contractor based on the then-current credit conversion rate. Once a service offering is published and live on the Platform, Contractor may not change the credit price for that specific service offering. Contractor may create new service offerings at different price points or may remove and republish services with new pricing, provided that any clients who have already booked or purchased the service at the original price will receive the service at that original price.
3.4 Payment Processing - Multiple Methods. Payments from clients are processed through multiple payment methods depending on how the client accesses the Platform:
(a) Web Payments: Payments made through the web-based Platform are processed via Stripe payment processing.
(b) Mobile Payments: Payments made through the MyAlive mobile application are processed via Apple Pay (iOS) or other mobile payment processors as implemented by Company from time to time.
(c) Provider Payouts: Regardless of how clients pay, all compensation to Contractor is processed and paid out exclusively through Stripe Connect. By entering into this Agreement, Contractor agrees to complete the required onboarding with Stripe Connect, maintain an active Stripe Connect account in good standing, provide accurate tax information including IRS Form W-9 or equivalent documentation, and comply with Stripe's terms of service and payment processing requirements.
3.5 Payout Request System. Contractor must manually request payouts of earned compensation through the Platform. Company does not automatically process payouts on a set schedule. Contractor may request a payout at any time through the Provider Dashboard, subject to the minimum payout threshold described below. Once a payout request is submitted, Stripe Connect will process the transfer of funds to Contractor's designated bank account according to Stripe's standard processing timeline, typically two to seven (2-7) business days from the date of the payout request.
3.6 Minimum Payout Threshold. Contractor must accumulate at least one hundred dollars ($100.00) in earned compensation before a payout request can be initiated. Company reserves the right to modify the minimum payout threshold at any time upon thirty (30) days advance written notice to Contractor. Stripe Connect may have additional requirements for tax documentation based on earning thresholds, which Contractor is responsible for fulfilling.
3.7 Pre-Payment Model. Clients pay for services before sessions occur. For individual sessions, clients pay in credits at the time of booking. For Circle Access, subscription-based services, or digital content purchases, clients may prepay for multi-month access or make one-time purchases. Services are not considered completed, and payment is not released to Contractor, until the session or service has been delivered to the client or the digital content has been made available to the purchasing client.
3.8 Rate Changes. Contractor may create new service offerings with different pricing at any time. However, Contractor must honor previously confirmed bookings and active subscriptions at the originally agreed-upon credit price. Changes to pricing apply only to new bookings or subscriptions purchased after the new pricing is implemented.
3.9 Tips and Gratuities. Clients may provide tips to Contractor using MyAlive Credits after sessions are completed. Tips are paid at the same per-credit rate as service payments and are processed and paid out in the same manner as service payments through the payout request system.
3.10 Cancellations and Refunds. If Contractor cancels a scheduled session with at least twenty-four (24) hours advance notice, clients receive their credits back to their account and Contractor is not penalized. If Contractor cancels with less than twenty-four (24) hours notice or fails to appear for a scheduled session, clients receive their credits back and Contractor does not receive payment for that session. Repeated late cancellations or failures to appear may result in account review, warnings, suspension, or termination of this Agreement at Company's discretion.
Clients may cancel sessions free of charge with at least twenty-four (24) hours advance notice before the scheduled session time, and credits are returned to the client's account. Late cancellations by clients (less than twenty-four (24) hours notice) or client failures to appear are handled according to Company's Cancellation Policy as published on the Platform, which may result in forfeiture of credits.
Company has final authority on all refund requests. Refunds are typically issued for technical issues preventing service delivery, provider failures to appear, provider late cancellations, or other circumstances at Company's sole discretion. For purchases made through Apple Pay or other third-party mobile payment processors, refunds are subject to the refund policies of those payment processors, which are outside of Company's control. If a refund is issued due to Contractor's fault, including but not limited to failure to appear, late cancellation, or failure to provide service as described, Contractor will not receive payment for that transaction. Refunds are issued in the form of credits returned to the client's account or through the original payment method as required by the payment processor.
3.11 Chargebacks and Payment Disputes. In the event of a payment dispute or chargeback initiated by a client through their credit card company, financial institution, or mobile payment processor, Company reserves the right to withhold payment to Contractor pending investigation and resolution of the dispute. Contractor agrees to cooperate fully with Company in resolving payment disputes and to provide any necessary documentation or information requested by Company within a reasonable timeframe. If a chargeback or dispute is resolved in favor of the client, Contractor will not receive payment for the disputed transaction. Excessive disputes, chargebacks, or client complaints may result in account review, suspension, or termination of this Agreement.
3.12 Taxes and Tax Reporting. Contractor acknowledges and agrees that Contractor is solely responsible for all federal, state, and local income taxes on earnings received through the Platform, all self-employment taxes including Social Security and Medicare contributions, any applicable sales taxes or use taxes or other taxes required by applicable law, timely and accurate filing of all required tax returns, and maintaining accurate and complete records of income and expenses related to services provided under this Agreement.
Tax reporting, including issuance of IRS Form 1099-NEC, is handled through Stripe Connect. If Contractor's annual earnings through the Platform exceed six hundred dollars ($600.00), Stripe will issue the appropriate tax forms to Contractor and report earnings to the Internal Revenue Service as required by law. Contractor is responsible for ensuring that all tax information provided to Stripe Connect is accurate, complete, and up to date at all times.
3.13 No Guaranteed Earnings. Company makes no guarantee, representation, or warranty regarding the number of clients or bookings Contractor will receive through the Platform, the amount of income Contractor will earn, the frequency of sessions or level of client demand for Contractor's services, client retention or satisfaction, repeat business from clients, or the success or profitability of Contractor's services. Contractor acknowledges and agrees that earnings depend entirely on numerous factors including but not limited to Contractor's availability and schedule, the quality of services provided by Contractor, Contractor's pricing decisions, client reviews and ratings, Contractor's marketing efforts and profile presentation, overall market demand for wellness services, and seasonal or economic factors, all of which are outside of Company's control.
3.14 Payment Information Accuracy. Contractor is solely responsible for providing and maintaining accurate payment information in their Stripe Connect account, ensuring that bank account information is current and correct at all times, updating payment information promptly if banking details change, and responding to any verification requests from Stripe Connect or Company in a timely manner. Company is not liable or responsible for any payment delays, processing errors, failed transfers, payment holds, account suspensions, or any other payment-related issues arising from any cause whatsoever, including but not limited to incorrect, outdated, incomplete, or unverified information provided by Contractor, Stripe Connect policies or technical issues, banking institution delays or errors, government regulatory actions, or any other circumstances whether within or beyond Company's control.
3.15 Currency and Exchange Rates. All payments under this Agreement are processed and paid out in United States Dollars (USD). Contractor receives compensation at the exact USD amount calculated based on the credit value in effect at the time of service completion. Contractor is not subject to currency conversion fees or foreign exchange rate fluctuations on compensation received through the Platform. However, Contractor's own financial institution may impose fees for receiving wire transfers, ACH payments, or other transaction-related charges, for which Contractor is solely responsible.
3.16 Withholding and Set-Off. Company reserves the right to withhold, delay, or set off amounts owed to Contractor in the event of any breach of this Agreement by Contractor, fraudulent activity or suspected fraudulent activity, violations of Platform policies or Terms of Service, pending investigations into complaints or disputes, valid client refunds or chargebacks attributed to Contractor's actions or omissions, outstanding debts or fees owed to Company by Contractor, suspected account compromise or security concerns, or any other circumstance where Company reasonably believes withholding is necessary to protect Company's interests or comply with applicable law. Withheld funds will be released to Contractor once the issue is satisfactorily resolved, or may be forfeited if Company's investigation determines that Contractor is at fault or has violated the terms of this Agreement.
3.17 Transaction and Processing Fees. Any transaction fees, processing fees, payment gateway fees, or bank transfer fees charged by Stripe Connect, Apple, or other payment processors or financial institutions are handled according to their respective published fee schedules and are separate from Company's credit-based compensation model described in this Agreement. Contractor should review Stripe Connect's fee structure for complete details on any fees that may apply to Contractor's account.
3.18 Subscription and Circle Payments. For clients who prepay for ongoing access to services such as three-month Circle memberships or other subscription-based offerings, Contractor receives credit-based compensation as services are actually delivered and not at the time the client initially prepays for access. If a client cancels their subscription, Circle membership, or prepaid service package prior to completion, Contractor is compensated only for services already provided to the client prior to cancellation. Refund policies for subscription services and Circle memberships are determined by Company in its sole discretion and are outlined in the Platform's Terms of Service as published and updated from time to time. Subscriptions and purchases made through Apple Pay or other third-party payment processors are also subject to the refund and cancellation policies of those processors, which are outside of Company's control.
3.19 Digital Content and Storage. Contractor may create and offer digital content (such as recorded videos, audio files, documents, or other materials) for purchase or as part of a package through the Platform. Company provides Contractor with a designated amount of digital storage space at no charge. Contractor may purchase additional storage capacity through the Platform if needed to host additional digital content. Once a client purchases digital content from Contractor, that content becomes permanently accessible to that purchasing client, even if Contractor later removes the content from their active offerings or terminates their provider account. Contractor may stop offering digital content for new purchases at any time, but cannot revoke access for clients who have already purchased such content. Contractor is responsible for ensuring they have all necessary rights to any digital content uploaded to the Platform and that such content complies with all applicable laws and Platform policies.
3.20 Self-Reporting to Providers. The Platform may include features that allow clients to self-report certain information to Contractor, such as progress updates, measurements, symptoms, or other data relevant to the wellness services being provided. Any such self-reported information is provided by clients voluntarily and Company makes no representations or warranties regarding the accuracy, completeness, or reliability of client-provided information. Contractor is responsible for independently verifying any critical information and should not rely solely on client self-reports when making recommendations or providing services.
3.21 Provider-Sourced Client Recommendation Policy. Company may, at its sole discretion, offer certain providers participation in a recommendation-based incentive program (the "Program"). Participation in the Program is not automatic and is extended only to select providers as determined by Company. Under the Program, if a participation Contractor successfully refers at least ten (10) new clients to the platform, and each referred client completes at least one (1) transaction on the platform, Company may apply certain recommendation preferences within its proprietary systems, including but not limited to AliveGPT and Core platform recommendation algorithms. Specifically, for clients who identify the Contractor as their referring provider during account registration, Company may limit algorithmic recommendations of other providers within the same approved wellness category as the Contractor. This limitation applies only to Company-generated recommendations and does not restrict the client's ability to independently browse, search, or engage with other providers on the platform.
This Program applies only to clients directly referred by the Contractor and does not extend to the general Platform user base. The duration of any recommendation preference under the Program shall be determined by Company and, unless otherwise modified by Company, may extend for a period of up to two (2) years from the Contractor's onboarding date, provided that the eligibility requirements described above are met. Contractor acknowledges and agrees that:
4.1 Company Intellectual Property. Company retains all right, title, and interest in and to the Platform, including but not limited to the MyAlive name, logo, trademarks, service marks, trade dress, website, mobile application, software, technology, algorithms, user interface, design elements, and all related intellectual property rights (collectively, "Company IP"). Contractor acquires no ownership rights in Company IP through this Agreement or use of the Platform.
4.2 Contractor Intellectual Property. Contractor retains all right, title, and interest in and to all intellectual property, content, materials, methodologies, techniques, and know-how created, developed, or owned by Contractor prior to or independent of this Agreement, including but not limited to wellness programs, coaching materials, educational content, proprietary methods, training materials, digital content, and any other content Contractor provides through the Platform (collectively, "Contractor IP"). Company acquires no ownership rights in Contractor IP except as expressly licensed herein.
4.3 License Grant to Company. Contractor hereby grants to Company a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use, reproduce, display, distribute, modify, and create derivative works of Contractor IP solely for the purposes of operating the Platform, marketing the Platform and Contractor's services, facilitating connections between Contractor and clients, and providing related services. This license includes the right to use Contractor's name, likeness, biographical information, photographs, service descriptions, and testimonials or reviews about Contractor in connection with the Platform. This license shall survive termination of this Agreement for content that remains on the Platform or in Company's marketing materials, provided that Company shall remove Contractor's active provider profile upon termination.
4.4 Client Content and Data. As between Contractor and Company, client information, client data, session notes, and client-related content created during the provision of services may be owned by the client or subject to privacy restrictions. Contractor agrees not to claim ownership of client personal information or data and to handle all client information in accordance with applicable privacy laws and Company's Privacy Policy.
4.5 Reviews and Testimonials. Contractor acknowledges and agrees that client reviews, ratings, and testimonials about Contractor's services posted on the Platform are owned by Company or licensed to Company by the reviewing clients. Company has the right to use, display, and moderate such reviews in accordance with the Platform's Terms of Service.
4.6 Restrictions on Company IP Use. Contractor shall not, without Company's prior written consent, use Company IP for any purpose outside of providing services through the Platform, remove or alter any proprietary notices or labels on Company IP, reverse engineer, decompile, or disassemble any software or technology provided by Company, or create derivative works based on Company IP.
4.7 Restrictions on Solicitation. Contractor shall not use client contact information, names, or data obtained through the Platform to solicit clients for services outside the Platform or to direct clients to competing platforms or services. This restriction applies during the term of this Agreement and for a period of twelve (12) months following termination for clients with whom Contractor connected through the Platform. If any court of competent jurisdiction determines that the twelve (12) month duration or scope of this non-solicitation restriction is excessive or unenforceable under applicable law, such court shall have the authority to reform this provision to the maximum duration and scope that is enforceable under applicable law, and the parties agree to be bound by such reformed provision. This restriction shall be enforceable to the maximum extent permitted by law in each applicable jurisdiction.
4.8 Third-Party Materials. If Contractor uses any third-party content, materials, music, images, or other intellectual property in providing services through the Platform, Contractor represents and warrants that Contractor has obtained all necessary licenses, permissions, and rights to use such materials and that such use does not infringe or violate any third-party intellectual property rights.
4.9 Infringement Claims. Contractor shall promptly notify Company of any claim or allegation that Contractor IP or Contractor's services infringe or violate any third-party intellectual property rights. Company shall promptly notify Contractor of any claim that Contractor IP infringes third-party rights. Each party shall cooperate with the other in defending against such claims.
4.10 Feedback and Suggestions. If Contractor provides feedback, suggestions, ideas, or recommendations to Company regarding the Platform or Company's business (collectively, "Feedback"), Company shall own all rights to such Feedback and may use it for any purpose without obligation or compensation to Contractor. Contractor hereby assigns all right, title, and interest in Feedback to Company.
4.11 Platform Modifications. Company reserves the right to modify, update, enhance, or discontinue any features or functionality of the Platform at any time in its sole discretion. Contractor acknowledges that Company's ongoing development and improvement of the Platform does not create any intellectual property rights for Contractor in such modifications or improvements.
4.12 Survival. The provisions of this Intellectual Property section shall survive termination or expiration of this Agreement, except that Company's license to use Contractor IP for marketing purposes shall terminate upon removal of Contractor's profile from the Platform, provided that Company may continue to use Contractor IP in historical marketing materials or archived content.
5.1 Definition of Confidential Information. "Confidential Information" means any non-public information, whether oral, written, electronic, or in any other form, disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") during the term of this Agreement, which is identified as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances of its disclosure. Confidential Information includes, but is not limited to, trade secrets, business plans, financial information, customer lists and client data, technical data and software, marketing strategies, proprietary algorithms and platform technology, user data and analytics, pricing structures and business models, and any other proprietary or sensitive information.
5.2 Company Confidential Information. Contractor acknowledges that in the course of providing services through the Platform, Contractor may have access to Company's Confidential Information, including but not limited to platform technology and source code, business strategies and expansion plans, financial information and revenue data, user data and platform analytics, client lists and contact information for clients beyond those Contractor directly serves, marketing strategies and materials, and other proprietary business information. Contractor agrees to maintain the confidentiality of all Company Confidential Information and to use it solely for the purpose of performing obligations under this Agreement.
5.3 Client Privacy and Confidential Information. Contractor acknowledges that client information obtained through the Platform is highly sensitive and confidential. Contractor agrees to maintain the strict confidentiality of all client information, including but not limited to client names, contact information, and personal identifiers, health and wellness information shared during sessions, personal circumstances, goals, and challenges discussed, payment information and financial data, session notes and records, communications between Contractor and clients, and any other personal or sensitive information about clients. Contractor shall not disclose client information to any third party except as required by law or with the express written consent of the affected client.
5.4 Use of Confidential Information. The Receiving Party agrees to maintain the confidentiality of all Confidential Information and to use it solely for the purpose of performing its obligations under this Agreement and providing or facilitating services through the Platform. The Receiving Party shall take all reasonable and appropriate measures to protect Confidential Information from unauthorized disclosure, access, use, or loss, including but not limited to implementing reasonable security safeguards, limiting access to those with a legitimate need to know, securing electronic devices and systems containing Confidential Information, and using encryption for transmission of sensitive data where appropriate.
5.5 Permitted Disclosures. The Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, except that Contractor may disclose client information to employees, contractors, or agents who have a legitimate need to know such information for the purpose of assisting Contractor in fulfilling obligations under this Agreement, provided that such individuals are bound by confidentiality obligations no less restrictive than those set forth in this Agreement. Contractor shall be responsible for any breach of confidentiality by such individuals.
5.6 HIPAA Compliance Disclaimer. Contractor acknowledges and agrees that the Platform is not HIPAA-compliant and is not intended for the transmission, storage, or handling of Protected Health Information as defined by the Health Insurance Portability and Accountability Act of 1996 (HIPAA). Contractor shall not use the Platform to transmit, store, or process any Protected Health Information. Contractor shall clearly communicate to clients that the Platform is not HIPAA-compliant and that communications through the Platform should not include medical information requiring HIPAA protection. If Contractor becomes aware that Protected Health Information has been inadvertently disclosed or transmitted through the Platform, Contractor shall immediately cease transmitting such information through the Platform and shall take appropriate steps to protect the confidentiality of such information in accordance with applicable law and professional standards. Contractor should advise the affected client to consult with appropriate medical professionals regarding proper handling of their Protected Health Information.
5.7 Exceptions to Confidentiality Obligations. The obligations of confidentiality set forth in this Agreement shall not apply to any information that was already known to the Receiving Party at the time of disclosure, as evidenced by written records predating the disclosure; becomes publicly known or available through no breach of this Agreement or other wrongful act of the Receiving Party; is received by the Receiving Party from a third party who is not bound by any obligation of confidentiality with respect to such information; is independently developed by the Receiving Party without reference to, use of, or reliance upon the Confidential Information, as evidenced by written records; or is required to be disclosed by applicable law, regulation, legal process, or court order, provided that the Receiving Party shall provide the Disclosing Party with prompt written notice of such requirement to allow the Disclosing Party to seek a protective order or other appropriate remedy, and the Receiving Party shall cooperate with the Disclosing Party's efforts to obtain such protection.
5.8 Mandatory Reporting Obligations. Notwithstanding any other provision of this Agreement, Contractor acknowledges that certain disclosures of client information may be required by law, including but not limited to mandatory reporting of suspected child abuse, elder abuse, or dependent adult abuse; threats of imminent harm to self or others; or court orders or subpoenas. Contractor shall comply with all applicable mandatory reporting obligations and shall notify Company promptly when such disclosures are made, to the extent permitted by law. Such legally required disclosures shall not be deemed a breach of this confidentiality provision.
5.9 Duration of Confidentiality Obligations. The confidentiality obligations set forth in this Agreement shall survive termination or expiration of this Agreement and shall continue for a period of five (5) years from the date of disclosure of the Confidential Information, or for so long as the information remains confidential and proprietary, whichever is longer. Notwithstanding the foregoing, obligations with respect to trade secrets shall continue for so long as such information qualifies as a trade secret under applicable law, and obligations with respect to client privacy shall continue indefinitely.
5.10 Return or Destruction of Confidential Information. Upon termination or expiration of this Agreement, or upon written request of the Disclosing Party at any time, the Receiving Party shall promptly, and in any event within thirty (30) days, either return to the Disclosing Party or destroy all Confidential Information, including any copies, extracts, or derivatives thereof, in its possession, custody, or control. At the Disclosing Party's request, the Receiving Party shall provide written certification of such return or destruction signed by an authorized representative. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or regulation, or as necessary for archival or backup purposes, provided that such retained information remains subject to the confidentiality obligations of this Agreement.
5.11 Client Records Retention. Contractor may retain session notes, records, and client information as required by applicable law, professional standards, or Contractor's record retention policies, provided that such information continues to be maintained in confidence in accordance with this Agreement and applicable privacy laws. Company may retain client data and communications as necessary for platform operations, legal compliance, dispute resolution, and business records, subject to Company's Privacy Policy and applicable law.
5.12 Data Security. Contractor agrees to implement and maintain reasonable administrative, physical, and technical safeguards to protect Confidential Information, including client data, from unauthorized access, use, disclosure, alteration, or destruction. Such safeguards shall include, at a minimum, password protection for devices and accounts, encryption of sensitive data in transit and at rest where feasible, regular software and security updates, secure storage of any physical records, and limiting access to Confidential Information on a need-to-know basis. Contractor shall notify Company immediately upon becoming aware of any unauthorized access to, disclosure of, or loss of Confidential Information, including any potential data breach involving client information.
5.13 Remedies for Breach. The parties acknowledge and agree that a breach of this confidentiality provision may cause irreparable harm to the Disclosing Party for which monetary damages may not be an adequate remedy. In the event of a breach or threatened breach of this confidentiality provision, the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or other equitable remedies in addition to any other legal remedies available, including monetary damages. The Receiving Party shall be liable for any damages, costs, and expenses, including reasonable attorneys' fees, incurred by the Disclosing Party as a result of any breach of this confidentiality provision by the Receiving Party or its employees, contractors, or agents.
6.1 Contractor Indemnification. Contractor agrees to indemnify, defend, and hold harmless Company, its officers, directors, members, managers, employees, agents, successors, and assigns (collectively, "Company Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, damages, losses, liabilities, settlements, judgments, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with: (a) any breach of this Agreement by Contractor, including but not limited to breach of representations, warranties, or covenants made by Contractor herein; (b) any negligent, reckless, or wrongful act or omission by Contractor in the performance of services to clients through the Platform; (c) any violation of applicable laws, regulations, or professional standards by Contractor; (d) any infringement or alleged infringement of intellectual property rights, including copyright, trademark, patent, or trade secret rights, by Contractor or Contractor's use of materials in providing services; (e) any misappropriation or unauthorized use or disclosure of confidential information or client personal information by Contractor; (f) any claim by a client arising from services provided by Contractor, including but not limited to claims of harm, injury, dissatisfaction, misrepresentation, breach of professional duty, or negligence; (g) any claim that Contractor is an employee of Company rather than an independent contractor, including claims for employment benefits, workers' compensation, unemployment insurance, or employment taxes brought by Contractor, any government agency, or any third party; (h) any violation of client privacy or data protection laws by Contractor; (i) any provision of medical advice, diagnosis, or treatment by Contractor in violation of this Agreement; (j) any data breach or security incident resulting from Contractor's failure to adequately protect confidential information or client data; or (k) any claims by third parties related to Contractor's conduct or performance under this Agreement.
6.2 Indemnification Procedures. If a claim subject to indemnification under this Agreement is brought against a Company Indemnitee, Company shall notify Contractor in writing of such claim within a reasonable time after Company becomes aware of it, provided that failure to provide prompt notice shall not relieve Contractor of its indemnification obligations except to the extent Contractor is materially prejudiced by such delay. Company reserves the right, at its own expense and discretion, to assume the exclusive defense and control of any matter subject to indemnification by Contractor, even if Contractor has elected to defend such matter. If Company assumes control of the defense, Contractor shall cooperate fully with Company in asserting any available defenses and shall provide all documents, information, and assistance reasonably requested by Company. If Company does not assume control of the defense, Contractor shall have the right to control the defense of any such claim with counsel reasonably acceptable to Company, and Contractor shall conduct the defense diligently and in good faith. Company shall have the right to participate in the defense at its own expense with counsel of its own choosing. Contractor shall not settle any claim without Company's prior written consent if such settlement imposes any obligation or liability on Company, requires Company to make any admission of fault or liability, or restricts Company's operations in any manner. If Company assumes defense of the matter, Contractor remains obligated to reimburse Company for all reasonable costs, fees, expenses, and any settlement or judgment amounts incurred by Company in defending or resolving the claim.
6.3 Company Indemnification. Company agrees to indemnify, defend, and hold harmless Contractor from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) any breach of this Agreement by Company; (b) any claim that the Platform itself, excluding content or materials provided by Contractor, infringes third-party intellectual property rights; (c) Company's gross negligence or willful misconduct in operating the Platform; or (d) Company's violation of applicable laws in the operation of the Platform, excluding violations caused by Contractor's actions or content.
6.4 No Indemnification for Platform Functionality. Notwithstanding anything to the contrary in this Agreement, Company shall have no obligation to indemnify Contractor for any claims arising from: (a) service outages, technical issues, bugs, errors, or unavailability of the Platform; (b) payment processing delays, errors, or issues; (c) client complaints, dissatisfaction, or negative reviews of Contractor's services; (d) loss of income, business opportunities, or clients; (e) changes to Platform features, policies, or fee structure; or (f) any matter arising from Contractor's own conduct, content, or provision of services.
6.5 Independent Contractor Acknowledgments. Contractor acknowledges, agrees, and represents that: (a) Contractor has been advised and has had the opportunity to consult with a tax professional, accountant, or attorney regarding independent contractor status and associated tax obligations before entering into this Agreement; (b) Contractor has had sufficient time and opportunity to review this Agreement and to consult with advisors of Contractor's choosing regarding the terms and implications of this Agreement; (c) Contractor is entering into this Agreement voluntarily with full understanding of the independent contractor relationship and its tax and legal implications; (d) Contractor understands that as an independent contractor, Contractor is not entitled to any employee benefits including but not limited to health insurance, retirement benefits, unemployment insurance, workers' compensation coverage, paid time off, or any other benefits provided to Company employees; (e) Contractor is solely responsible for payment of all federal, state, and local taxes, including income taxes and self-employment taxes, and for timely filing of all required tax returns; (f) Contractor has reviewed and understands the factors that distinguish independent contractors from employees under federal and state law; (g) Contractor agrees to indemnify and hold Company harmless from any and all claims, taxes, penalties, interest, costs, and expenses arising from any claim or determination by Contractor, any government agency including but not limited to the Internal Revenue Service or state tax authorities, or any third party that Contractor should be classified as an employee rather than an independent contractor, including but not limited to claims for back taxes, penalties, benefits, or any other amounts allegedly owed; and (h) these acknowledgments are material inducements for Company to enter into this Agreement and Company is relying on these representations in agreeing to engage Contractor as an independent contractor.
6.6 Survival. The indemnification obligations set forth in this section shall survive termination or expiration of this Agreement indefinitely.
7.1 Disclaimer of Consequential Damages. To the maximum extent permitted by applicable law, in no event shall either party be liable to the other party for any indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or in connection with this Agreement, including but not limited to lost profits, loss of revenue, loss of business opportunities, loss of goodwill, loss of data, cost of substitute services, or business interruption, whether based on breach of contract, breach of warranty, tort (including negligence), strict liability, or otherwise, and regardless of whether such party has been advised of the possibility of such damages.
7.2 Cap on Company Liability. Except for Company's indemnification obligations under this Agreement, Company's gross negligence or willful misconduct, or Company's breach of confidentiality obligations, the total aggregate liability of Company to Contractor arising out of or in connection with this Agreement, regardless of the form of action or legal theory (whether in contract, tort, negligence, strict liability, or otherwise), shall not exceed the greater of (a) the total amount of compensation actually paid by Company to Contractor during the twelve (12) month period immediately preceding the event giving rise to the liability, or (b) one thousand dollars ($1,000.00).
7.3 Cap on Contractor Liability to Company. Except for Contractor's indemnification obligations under this Agreement, Contractor's gross negligence or willful misconduct, Contractor's breach of confidentiality obligations, or Contractor's infringement of Company's intellectual property rights, the total aggregate liability of Contractor to Company arising out of or in connection with this Agreement, regardless of the form of action or legal theory, shall not exceed the greater of (a) the total amount of compensation actually paid by Company to Contractor during the twelve (12) month period immediately preceding the event giving rise to the liability, or (b) one thousand dollars ($1,000.00).
7.4 No Cap on Certain Liabilities. Nothing in this Agreement shall limit or exclude either party's liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) gross negligence or willful misconduct; (d) breach of confidentiality obligations regarding client personal information or Company proprietary information; (e) infringement of intellectual property rights; (f) indemnification obligations set forth in this Agreement; or (g) any other liability that cannot be limited or excluded under applicable law.
7.5 Platform Provided "As-Is." Contractor acknowledges and agrees that the Platform is provided on an "as-is" and "as-available" basis without warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance. Company does not warrant that the Platform will be uninterrupted, timely, secure, error-free, or free from viruses or other harmful components. Company does not warrant that any errors or defects in the Platform will be corrected or that the Platform will meet Contractor's requirements or expectations. Company will make commercially reasonable efforts to maintain Platform availability and functionality, but does not guarantee uninterrupted or error-free service. Contractor's use of the Platform is at Contractor's sole risk. Company reserves the right to modify, suspend, or discontinue any aspect of the Platform at any time without liability to Contractor.
7.6 Platform Downtime and Technical Issues. Contractor expressly acknowledges and agrees that Company shall have absolutely no liability whatsoever for any lost income, missed bookings, business opportunities, or client relationships resulting from Platform downtime, technical issues, software bugs, server failures, internet outages, cyber attacks, denial of service attacks, third-party service failures, or any other technical or operational issues affecting the Platform's availability or functionality, regardless of cause, duration, or whether such issues were within Company's reasonable control or could have been prevented. Contractor assumes all risks associated with the possibility of Platform unavailability.
7.7 No Guarantee of Income or Clients. Company makes no representations, warranties, or guarantees regarding the number of clients Contractor will receive through the Platform, the amount of income Contractor will earn, the frequency or volume of bookings or sessions, the quality or behavior of clients, client retention or satisfaction, the success or profitability of Contractor's services on the Platform, or any other aspect of Contractor's business results. Contractor acknowledges and agrees that success on the Platform depends on numerous factors entirely outside of Company's control, including but not limited to Contractor's availability, service quality, pricing, marketing efforts, client reviews, professional skills, and market demand. Contractor assumes all business and financial risks associated with offering services through the Platform.
7.8 Professional Liability Insurance. Contractor is strongly encouraged to obtain and maintain professional liability insurance with minimum coverage of one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) aggregate. While professional liability insurance is not currently required as a condition of participation on the Platform, Company reserves the right to make such insurance mandatory in the future upon reasonable advance notice to Contractor. Contractor acknowledges and agrees that Company's insurance policies, if any, do not cover Contractor's services, actions, omissions, or any claims arising from services provided by Contractor to clients. Contractor is solely responsible for obtaining appropriate insurance coverage to protect against risks associated with Contractor's business activities. Contractor expressly acknowledges and agrees that Contractor's failure to obtain or maintain adequate insurance coverage does not create, impose, or transfer any insurance obligations, coverage responsibilities, or indemnification duties to Company beyond what is expressly stated in the Indemnification section of this Agreement. In the event of any claim, lawsuit, or liability arising from Contractor's services, Company shall have no obligation to provide insurance coverage, fund Contractor's legal defense, or otherwise protect Contractor except as expressly required under this Agreement.
7.9 Third-Party Services. Company is not liable for and makes no warranties regarding any damages, losses, interruptions, errors, or issues arising from third-party services integrated with or used in connection with the Platform, including but not limited to payment processors such as Stripe Connect and Apple Pay, communication tools, video conferencing platforms, scheduling systems, or any other third-party applications, services, or integrations. Contractor's use of such third-party services is subject to the terms and conditions, privacy policies, and service level agreements of such third parties, and Contractor assumes all risks associated with such use. Company acknowledges that Company acts solely as a facilitator of payment processing through Stripe Connect and Apple Pay and has no control over these payment processors' operations, policies, technical systems, or decision-making. Company is not a payment processor, money transmitter, financial institution, or bank. Contractor acknowledges that Contractor has reviewed or had the opportunity to review and agrees to comply with Stripe's and Apple's Terms of Service and policies. Any disputes with Stripe, Apple, or other third-party service providers must be resolved directly between Contractor and such third party. Company will use commercially reasonable efforts to assist Contractor in resolving payment processor issues or other third-party service issues, but Company has no obligation to do so and is not liable for any actions, inactions, or policies of third-party service providers.
7.10 Client Actions. Company is not responsible for and shall have no liability arising from the actions, omissions, conduct, communications, or behavior of clients who book or interact with Contractor through the Platform, including but not limited to client no-shows or late arrivals, late cancellations or booking changes, payment disputes or chargebacks, inappropriate, offensive, or abusive behavior or communications, false accusations or complaints, negative reviews or ratings, breach of agreements between Contractor and clients, or any physical, emotional, financial, or other harm caused by clients to Contractor. Contractor assumes all risks associated with client interactions and is solely responsible for managing client relationships, setting appropriate boundaries, and protecting Contractor's own safety and wellbeing.
7.11 Data Security. While Company implements reasonable security measures to protect Platform data, Company does not guarantee that the Platform or any data stored on or transmitted through the Platform will be completely secure or free from unauthorized access, cyber attacks, data breaches, or other security incidents. Contractor is responsible for implementing Contractor's own security measures to protect confidential information and client data in Contractor's possession or control. Contractor is strongly encouraged to obtain cyber liability insurance to protect against risks associated with data breaches and cyber incidents. Company's maintenance of cyber liability insurance, if any, does not reduce or eliminate Contractor's obligations or liability under this Agreement.
7.12 Allocation of Risk. The parties acknowledge and agree that the limitations of liability, disclaimers of warranties, and risk allocations set forth in this Agreement reflect a reasonable and fair allocation of risk between the parties based on the nature of their relationship and form an essential basis of the bargain between the parties. The parties agree that absent such limitations, disclaimers, and risk allocations, the terms of this Agreement, including the economic terms and fee structure, would be substantially different.
7.13 Exclusive Remedy. Except as otherwise expressly provided in this Agreement, the remedies set forth in this Agreement are the exclusive remedies available to either party for any claim arising out of or related to this Agreement, and each party waives any other remedies or claims that may be available under common law or statute.
7.14 Survival. The provisions of this Limitation of Liability section shall survive termination or expiration of this Agreement indefinitely.
8.1 Term. This Agreement shall commence on the date Contractor completes the Platform onboarding process and electronically accepts this Agreement (the "Effective Date") and shall continue until terminated by either party in accordance with the provisions of this section.
8.2 Termination by Contractor. As an independent contractor, Contractor may cease providing services through the Platform at any time and for any reason. To terminate this Agreement, Contractor must: (a) cancel or remove all active service offerings from Contractor's provider profile; (b) cancel all upcoming booked sessions scheduled more than twenty-four (24) hours in the future, which will result in automatic refunds to affected clients; (c) honor and complete any sessions scheduled within the next twenty-four (24) hours, unless emergency circumstances make this impossible; and (d) notify Company of Contractor's intent to terminate by sending written notice via email to info@myaliveapp.com. Termination shall be effective upon completion of all sessions scheduled within twenty-four (24) hours of Contractor's notice, or immediately if no such sessions exist. Contractor acknowledges that failure to honor sessions scheduled within twenty-four (24) hours may result in forfeiture of payment for those sessions, client refunds, negative impact on Contractor's rating or reputation, and potential liability for breach of this Agreement.
8.3 Downgrade to User Account. If Contractor wishes to cease operating as a provider but maintain access to the Platform as a standard user (client), Contractor must submit a written request via email to info@myaliveapp.com requesting conversion to a user-only account. Upon Company's processing of such request, Contractor's provider account, including all provider features, service offerings, earnings history, and provider profile information, will be permanently deleted, and Contractor will retain access only to standard user features of the Platform. Contractor acknowledges that if Contractor wishes to become a provider again in the future, Contractor must submit a new provider application and complete the full onboarding process as if applying for the first time, and Company has no obligation to approve such application. All provisions of this Agreement related to confidentiality, intellectual property, and indemnification shall continue to apply after downgrade to user status with respect to activities that occurred during Contractor's time as a provider.
8.4 Account Deletion by Contractor. Contractor may request full deletion of Contractor's account at any time by following the account deletion process on the Platform. Upon initiating account deletion, Contractor will receive notification that deletion will permanently erase all account data, including profile information, service history, messages, ratings, reviews, and any scheduled upcoming sessions. All upcoming sessions will be automatically cancelled and clients will receive full refunds of credits. Contractor may not delete Contractor's account if Contractor has earned compensation that has not yet been paid out. In such cases, Contractor must first request payout of all earned funds through the payment processor (Stripe Connect) before account deletion can be completed. Company will process final payment of any earned compensation in accordance with the Payment provisions of this Agreement, after which the account deletion will be finalized. Once an account is deleted, all data is permanently removed and cannot be recovered.
8.5 Inactive Account Status. If Contractor has no activity on the Platform, including no logins, no service offerings, no bookings, and no client interactions, for a period of twelve (12) consecutive months or more, Company may designate Contractor's account as "Inactive." Inactive accounts may have limited functionality or restricted access to certain Platform features. Prior to deletion of an inactive account, Company will process final payment of any earned compensation in Contractor's Stripe Connect account in accordance with the Payment Upon Termination provisions of this Agreement, provided that Contractor has supplied valid payment information. Company reserves the right, in its sole discretion, to permanently delete inactive accounts after providing Contractor with advance written notice via email at least thirty (30) days prior to deletion. Such notice shall be sent to the email address on file with Contractor's account. If Contractor wishes to reactivate an inactive account before deletion, Contractor may do so by logging into the Platform or contacting Company. If an inactive account is deleted by Company, Contractor may reapply to become a provider by submitting a new application.
8.6 Termination by Company for Cause. Company may suspend or terminate Contractor's provider account immediately upon written notice to Contractor, without any cure period or advance notice, if Contractor: (a) materially breaches any provision of this Agreement, including but not limited to violations of the Non-Medical Services provisions, Prohibited Conduct provisions, Confidentiality provisions, or Platform policies; (b) engages in fraudulent activity, misrepresentation, or dishonest conduct; (c) fails to provide services in a professional manner or engages in conduct that harms or is likely to harm Company's reputation, business, or other users of the Platform; (d) receives excessive client complaints, negative reviews, or reports of inappropriate conduct; (e) violates applicable laws, regulations, or professional standards in providing services; (f) provides medical advice, diagnosis, or treatment in violation of this Agreement; (g) engages in harassment, discrimination, or abusive behavior toward clients, Company staff, or other providers; (h) breaches confidentiality obligations or misuses client data or Company proprietary information; (i) attempts to circumvent the Platform by soliciting clients to book services outside the Platform or directing clients to competing services; (j) engages in any criminal conduct, including but not limited to fraud, theft, assault, harassment, or any other illegal behavior; (k) repeatedly cancels sessions with less than twenty-four (24) hours notice, fails to appear for scheduled sessions, or otherwise demonstrates unreliable conduct; (l) fails to maintain required licenses, certifications, or qualifications, if applicable; (m) provides false or misleading information in Contractor's provider profile, credentials, or communications with clients or Company; (n) manipulates ratings, reviews, or Platform algorithms; or (o) engages in any other conduct that Company reasonably determines to be detrimental to the Platform, its users, or Company's business interests.
8.7 Suspension Pending Investigation. Company reserves the right to immediately suspend Contractor's account and access to the Platform on a temporary basis pending investigation of alleged violations of this Agreement, suspected fraudulent activity, client complaints, or other matters requiring review. During any suspension period, Contractor shall not be able to accept new bookings, access provider features, or communicate with clients through the Platform. Company will provide Contractor with written notice via email explaining the reason for suspension. If Company's investigation determines that no violation occurred or that the matter has been satisfactorily resolved, Company will reinstate Contractor's account. If the investigation confirms a violation, Company may proceed with permanent termination in accordance with this Agreement. Contractor shall not be entitled to compensation for any lost earnings or opportunities during the suspension period.
8.8 Notice of Termination by Company. When Company terminates or suspends Contractor's account, Company will send written notice to Contractor via email to the email address on file with Contractor's account. Such notice shall include the reason for termination or suspension and the effective date. In cases involving immediate safety concerns, criminal conduct, or egregious violations, Company may suspend access immediately and provide notice thereafter.
8.9 Effect of Termination - Contractor Obligations. Upon termination of this Agreement for any reason, Contractor shall: (a) immediately cease offering services through the Platform and shall not accept any new client bookings; (b) complete any sessions scheduled within twenty-four (24) hours of the termination, unless immediate termination for cause makes this impracticable or unless Company instructs otherwise; (c) cancel all sessions scheduled more than twenty-four (24) hours in the future, which will result in automatic refunds to affected clients; (d) immediately return, delete, or destroy all Company Confidential Information, including any copies, extracts, or derivatives thereof, in Contractor's possession or control, except as required by law or professional record retention obligations; (e) immediately cease all use of Company's name, trademarks, logos, and other intellectual property; (f) cooperate with Company in transitioning any ongoing client relationships or resolving any outstanding matters; and (g) return any Company property, equipment, or materials in Contractor's possession, if applicable.
8.10 Effect of Termination - Company Obligations. Upon termination of this Agreement for any reason, Company shall: (a) remove or deactivate Contractor's active provider profile from public view on the Platform within a reasonable time, provided that Company may retain archived or historical information as permitted by this Agreement, applicable law, and Company's data retention policies; (b) process and pay any compensation owed to Contractor for services completed prior to the termination date in accordance with the Payment provisions of this Agreement; (c) cease marketing or promoting Contractor as an active provider to new clients, provided that Company may continue to use historical data, aggregated information, or archived content as permitted by the Intellectual Property provisions of this Agreement; and (d) maintain confidentiality of Contractor's Confidential Information in accordance with the Confidentiality provisions of this Agreement.
8.11 Payment Upon Termination. Upon termination of this Agreement, Company shall compensate Contractor for all services completed and rendered to clients prior to the effective date of termination, regardless of whether Contractor's earned balance has reached the minimum payout threshold of one hundred dollars ($100.00). Company will process final payment of all earned compensation through the payment processor (Stripe Connect) in accordance with standard payment processing timelines. Payment shall be subject to deduction of any amounts owed by Contractor to Company, any valid client refunds or chargebacks, any amounts subject to pending disputes or investigations, and any amounts subject to Contractor's indemnification obligations under this Agreement. Contractor shall not be entitled to compensation for any sessions or services not yet completed as of the termination date, any anticipated future earnings or bookings, or any sessions cancelled as a result of termination. If Contractor's provider account is being converted to a user account or fully deleted, Company will initiate final payout of all earned funds before completing the account conversion or deletion process.
8.12 Survival of Provisions. The following provisions of this Agreement shall survive termination or expiration of this Agreement and shall remain in full force and effect indefinitely or for the period specified: (a) payment obligations for services rendered prior to termination; (b) Confidentiality and Privacy obligations (indefinitely); (c) Intellectual Property provisions, including any license grants to Company for content used on the Platform prior to termination; (d) Indemnification obligations (indefinitely); (e) Limitation of Liability (indefinitely); (f) Post-Termination Restrictions set forth below (for the specified period); (g) Dispute Resolution provisions; (h) General Provisions including governing law, severability, and jurisdiction; and (i) any other provisions which by their nature are intended to survive termination.
8.13 Post-Termination Restrictions. Following termination of this Agreement for any reason: (a) Contractor shall not use any client contact information, names, email addresses, phone numbers, or other identifying information obtained through the Platform to solicit such clients for services outside the Platform or to direct such clients to competing platforms or services, for a period of twelve (12) months from the date of termination with respect to clients with whom Contractor connected, communicated, or provided services through the Platform during the term of this Agreement; (b) Contractor shall continue to maintain strict confidentiality of all Confidential Information, including client personal information and Company proprietary information, in accordance with the Confidentiality provisions of this Agreement (indefinitely); (c) Contractor shall not make disparaging, defamatory, or false statements about Company, the Platform, Company's business, Company's employees or representatives, or other providers, provided that this restriction does not prohibit truthful statements required by law, made in legal proceedings, or made to government agencies; and (d) Contractor shall not use Company's trademarks, logos, trade names, or other intellectual property in any manner, including in marketing materials, websites, social media profiles, or communications with former clients.
8.14 No Liability for Termination. Except as expressly provided in this Agreement, neither party shall be liable to the other party for any damages, losses, claims, or liabilities arising solely from termination of this Agreement in accordance with its terms, including but not limited to lost profits, lost business opportunities, lost clients, loss of goodwill, or reputational harm. This provision does not limit liability for breaches of this Agreement that occur prior to, during, or in connection with the termination process.
8.15 Termination Does Not Waive Rights. Termination of this Agreement shall not waive or release either party from any obligations, liabilities, or claims that arose or accrued prior to the effective date of termination, including but not limited to payment obligations, indemnification obligations, confidentiality obligations, or claims for breach of this Agreement.
9.1 Agreement to Arbitrate. Except as otherwise provided in this section, Contractor and Company agree that any and all disputes, claims, or controversies arising out of or relating to this Agreement, Contractor's relationship with Company, Contractor's provision of services through the Platform, or Contractor's use of the Platform, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement (collectively, "Disputes"), shall be resolved through binding individual arbitration rather than in court. This agreement to arbitrate is intended to be broadly interpreted and includes, but is not limited to, claims arising out of or relating to any aspect of the relationship between Contractor and Company, claims that arose before this Agreement was entered into, claims that arise after termination of this Agreement, claims related to advertising or promotions, claims related to compensation or payments, claims of misclassification or employment status, claims of discrimination or harassment, claims of breach of contract, claims of violation of any federal, state, or local law, statute, regulation, or ordinance, and claims for injunctive or declaratory relief.
9.2 Mandatory Pre-Arbitration Informal Dispute Resolution. Before initiating arbitration, the party raising a Dispute must first send written notice of the Dispute to the other party by certified mail or email, describing the nature and basis of the Dispute and the specific relief sought. The notice to Company should be sent to: Alive LLC, 220 Andrews Avenue, Delray Beach, Florida 33484, or to info@myaliveapp.com. The notice to Contractor will be sent to the email address associated with Contractor's account. After receipt of such notice, the parties agree to engage in good faith efforts to resolve the Dispute informally for a period of sixty (60) days. If the Dispute is not resolved within sixty (60) days of receipt of the written notice, either party may initiate arbitration proceedings in accordance with this section. This informal dispute resolution requirement is a condition precedent to filing any arbitration demand or court action, and failure to comply with this requirement may result in dismissal of the arbitration or court action. During the sixty (60) day informal resolution period, all applicable statutes of limitations and filing deadlines shall be tolled.
9.3 Arbitration Rules and Procedures. The arbitration shall be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules (the "AAA Rules") then in effect, as modified by this Agreement. The AAA Rules are available online at www.adr.org or by calling 1-800-778-7879. If AAA is unable or unwilling to administer the arbitration consistent with this Agreement, the parties shall mutually agree on an alternative arbitration provider. If the parties cannot agree, a court with proper jurisdiction shall appoint an arbitration provider. The arbitration shall be conducted by a single neutral arbitrator selected in accordance with the AAA Rules. The arbitrator shall be an attorney with at least ten (10) years of experience practicing law or a retired judge. The arbitrator shall have the authority to award any relief that would be available in court under applicable law, including injunctive or declaratory relief, statutory damages, and attorneys' fees and costs to the extent permitted by law. The arbitrator shall apply the substantive law of the State of Florida, without regard to its conflict of laws principles, and shall honor all claims of privilege recognized by law. The arbitrator's decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.
9.4 Virtual Arbitration; Location. The arbitration shall be conducted virtually via video conference, telephone conference, or other remote electronic means, unless the arbitrator determines that an in-person hearing is necessary. If an in-person hearing is required, the hearing shall take place in Delray Beach, Florida, or at such other location as mutually agreed by the parties. All efforts shall be made to conduct the arbitration in the most efficient and cost-effective manner possible.
9.5 Arbitration Fees and Costs. Company shall pay all arbitration filing fees and arbitrator fees required by the AAA Rules or this Agreement for any Dispute initiated by Contractor. If Contractor initiates arbitration, Contractor shall pay the initial filing fee applicable to consumer arbitrations under the AAA Rules, which as of the date of this Agreement is typically between $200 and $400, and Company shall pay all remaining arbitration fees and costs, including the arbitrator's compensation and AAA administrative fees. If Company initiates arbitration, Company shall pay all arbitration fees and costs. Each party shall bear its own attorneys' fees and costs unless the arbitrator awards attorneys' fees or costs to a party as permitted by law or this Agreement. If the arbitrator finds that either the substance of a party's claim or the relief sought is frivolous or brought for an improper purpose as measured by the standards set forth in Federal Rule of Civil Procedure 11(b), then the arbitrator may award the prevailing party its reasonable attorneys' fees and costs incurred in defending against such frivolous or improper claim. Contractor shall not be required to pay any type of fee or cost in arbitration that Contractor would not be required to pay if Contractor were free to bring claims in court. If a court determines that any portion of this fee allocation provision is invalid or unenforceable, the entire arbitration agreement shall remain enforceable, and Company shall pay all arbitration fees and costs.
9.6 Class Action and Representative Action Waiver. Contractor and Company agree that each party may bring Disputes against the other party only in an individual capacity and not as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding ("Class Action"). Contractor and Company expressly waive any ability to maintain any Class Action in any forum. If a Dispute is subject to arbitration under this Agreement, the arbitrator shall have no authority to combine or aggregate similar claims or conduct any Class Action, nor shall the arbitrator have authority to make an award to any person or entity not a party to the arbitration. Any claim that all or part of this Class Action waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If a court determines that this Class Action waiver is unenforceable as to a particular claim or category of claims, and that determination becomes final after all appeals have been exhausted, then only that particular claim or category of claims shall be severed from the arbitration agreement and may be brought in court, while all other claims shall remain subject to arbitration. If any court or arbitrator determines that the Class Action waiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provisions set forth in this Dispute Resolution section shall be deemed null and void in their entirety with respect to such proceeding, and the Dispute shall be resolved in court as set forth in the Jurisdiction and Venue section below, subject to the right of appeal under applicable law.
9.7 Small Claims Court Exception. Notwithstanding the requirement to arbitrate Disputes, either party may bring an individual action in small claims court for Disputes that are within the jurisdiction of such court, provided that the small claims court does not permit class, collective, or representative actions or relief. An action filed in small claims court shall remain in small claims court unless it is removed to another court by either party or by the small claims court itself, in which case the Dispute shall be resolved through arbitration in accordance with this Agreement.
9.8 Exception for Injunctive or Equitable Relief. Notwithstanding the requirement to arbitrate Disputes, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief from a court of competent jurisdiction to prevent irreparable harm, to preserve the status quo, or to protect intellectual property rights, confidential information, trade secrets, or proprietary information, pending the outcome of arbitration. Such relief may be sought without first complying with the informal dispute resolution procedures set forth above if immediate relief is necessary to prevent immediate and irreparable injury, loss, or damage. The seeking or obtaining of such relief shall not waive the right to arbitrate and shall not constitute a waiver of the arbitration agreement. Any disputes regarding such injunctive or equitable relief, including whether such relief is appropriate, shall ultimately be resolved through arbitration in accordance with this Agreement once the immediate threat of harm has been addressed.
9.9 Confidentiality of Arbitration. All aspects of the arbitration proceeding, including the hearing, any testimony, documents exchanged, briefs submitted, and the arbitrator's award, shall be confidential and shall not be disclosed to any third party except as necessary to enforce the arbitration award, as required by law, or as necessary to respond to government investigations or legal process. The parties agree that confidentiality is an essential element of the arbitration process, and any breach of this confidentiality provision may be remedied by injunctive relief or other equitable remedies in addition to any damages that may be awarded.
9.10 Opt-Out Right. Contractor may opt out of this agreement to arbitrate by sending written notice of Contractor's decision to opt out to Company at the following address: Alive LLC, 220 Andrews Avenue, Delray Beach, Florida 33484, or via email to info@myaliveapp.com. The opt-out notice must be sent within thirty (30) days of the date Contractor first accepts this Agreement or first uses the Platform as a provider, whichever is earlier. The opt-out notice must include Contractor's full name, email address associated with Contractor's account, and a clear statement that Contractor wishes to opt out of the arbitration agreement. If Contractor opts out of the arbitration agreement, all other terms of this Agreement will continue to apply, but Disputes will be resolved in court rather than through arbitration. Opting out of the arbitration agreement will have no adverse effect on Contractor's relationship with Company or Contractor's ability to use the Platform. If Contractor does not opt out within the thirty (30) day period, Contractor and Company shall be bound by the terms of this arbitration agreement.
9.11 Severability. If any portion of this Dispute Resolution section is found to be invalid, unenforceable, or unlawful by a court or arbitrator, the invalidity, unenforceability, or illegality of such provision shall not affect the remaining portions of this section or this Agreement, which shall remain in full force and effect. If the Class Action waiver is found to be unenforceable for any reason, then the entirety of this arbitration agreement shall be null and void with respect to the claim that cannot be arbitrated on an individual basis, but the arbitration agreement shall remain in effect for all other claims. If a court determines that any other provision of this Dispute Resolution section is unenforceable, the arbitration agreement shall remain in effect with such provision severed or modified to the minimum extent necessary to make it enforceable.
9.12 Amendments to Dispute Resolution Provision. Notwithstanding any other provision in this Agreement regarding modifications or amendments, if Company makes any material change to this Dispute Resolution section in the future, Contractor may reject such change by sending written notice of rejection to Company within thirty (30) days of the date the change becomes effective, in which case the version of this Dispute Resolution section that was in effect immediately prior to the change shall continue to govern any Disputes between Contractor and Company. Company will provide notice of material changes to this Dispute Resolution section by posting notice on the Platform or sending notice to the email address associated with Contractor's account. Contractor's continued use of the Platform after the thirty (30) day notice period constitutes acceptance of the changes to this Dispute Resolution section.
9.13 Jurisdiction and Venue for Non-Arbitrable Disputes. In the event that the arbitration agreement in this section is found not to apply to Contractor or to a particular Dispute, or if Contractor validly opts out of the arbitration agreement, or if a Dispute is determined by a court to be non-arbitrable, then Contractor and Company agree that any judicial proceeding (other than small claims actions or actions for injunctive relief as provided above) shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida. Both parties consent to venue and personal jurisdiction in such courts and waive any objection based on inconvenient forum. Any such judicial proceeding shall be brought on an individual basis only, and not as part of a Class Action, consistent with the Class Action waiver set forth above to the extent enforceable.
9.14 No Waiver of Rights. The failure of either party to enforce any provision of this Dispute Resolution section shall not be construed as a waiver of that provision or the right to enforce it at a later time. No waiver shall be effective unless it is in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced.
9.15 Survival. This Dispute Resolution section shall survive the termination or expiration of this Agreement and shall continue to govern any Disputes between the parties, including Disputes that arise after the termination of Contractor's relationship with Company.
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. The parties agree that the Federal Arbitration Act, 9 U.S.C. ยง 1 et seq. (the "FAA"), governs the interpretation and enforcement of the Dispute Resolution provisions of this Agreement. To the extent any provision of state law is inconsistent with the FAA, the FAA shall govern.
10.2 Jurisdiction and Venue. To the extent that litigation in court is permitted under this Agreement, including actions for injunctive relief, small claims court proceedings, or disputes that are not subject to arbitration, the parties agree that such actions shall be brought exclusively in the state or federal courts located in Palm Beach County, Florida. Both parties consent to the personal jurisdiction and venue of such courts and irrevocably waive any objection to jurisdiction or venue, including any objection based on inconvenient forum.
10.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BOTH PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT EITHER PARTY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY AND ALL CLAIMS, DISPUTES, OR CONTROVERSIES, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY. BOTH PARTIES ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY TO ENTER INTO THIS AGREEMENT AND THAT EACH PARTY HAS RELIED ON THIS WAIVER IN ENTERING INTO THIS AGREEMENT.
10.4 Attorneys' Fees and Costs. Except as otherwise provided in the Dispute Resolution section of this Agreement, in any legal action, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert witness fees, costs of investigation, and other litigation costs and expenses incurred in connection with such action or proceeding, to the extent permitted by applicable law. The "prevailing party" shall be determined by the court or arbitrator based on an assessment of which party's positions and claims were substantially more successful than the other party's positions and claims. If a party brings a claim or defense that is determined by the court or arbitrator to be frivolous, made in bad faith, or brought for an improper purpose such as harassment or to cause unnecessary delay or needless increase in the cost of litigation, such party shall be liable for the other party's reasonable attorneys' fees and costs regardless of whether such party is deemed the prevailing party.
10.5 Entire Agreement. This Agreement, together with any incorporated policies, terms, or documents referenced herein (including but not limited to the Platform Terms of Service, Provider Policies, Privacy Policy, and Community Guidelines), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, representations, and warranties, whether written or oral, relating to such subject matter. No representation, promise, inducement, or statement of intention has been made by either party that is not embodied in this Agreement, and neither party shall be bound by or liable for any alleged representation, promise, inducement, or statement not expressly set forth in this Agreement. In the event of any conflict between this Agreement and any other document or policy, this Agreement shall control unless explicitly stated otherwise.
10.6 Amendments and Modifications. Company reserves the right to amend, modify, or update this Agreement, including any incorporated policies or terms, at any time in its sole discretion. Company will provide Contractor with notice of any material changes to this Agreement by posting notice on the Platform, sending notice to the email address associated with Contractor's account, or through other reasonable means of notification, at least thirty (30) days prior to the effective date of such changes, except that changes required to comply with legal requirements may be implemented immediately. Contractor is responsible for regularly reviewing this Agreement and staying informed of any updates or modifications. Contractor should check the Provider Dashboard and review email notifications from Company regarding changes to this Agreement. Contractor's continued use of the Platform or provision of services through the Platform after the effective date of any modifications constitutes Contractor's acceptance of the modified Agreement. If Contractor does not agree to the modifications, Contractor's sole remedy is to terminate this Agreement in accordance with the Termination provisions. No amendment or modification of this Agreement shall be effective unless made in writing by Company in accordance with this provision. No oral or verbal amendments, modifications, or waivers shall be binding on either party.
10.7 Assignment. Contractor may not assign, transfer, delegate, or sublicense any of Contractor's rights or obligations under this Agreement without the prior written consent of Company, and any attempted assignment, transfer, delegation, or sublicense without such consent shall be null and void. Company may freely assign, transfer, or delegate any or all of its rights and obligations under this Agreement, in whole or in part, to any affiliate, subsidiary, successor, or third party, including in connection with any merger, acquisition, corporate reorganization, sale of assets, or by operation of law, without Contractor's consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
10.8 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, void, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the intent of the parties to the greatest extent possible. If such modification is not possible, the invalid or unenforceable provision shall be severed from this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and shall be construed as if the invalid or unenforceable provision had never been included. The invalidity, illegality, or unenforceability of any provision in one jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.
10.9 Waiver. No waiver by either party of any breach or default under this Agreement shall be deemed to be a waiver of any preceding or subsequent breach or default, nor shall any delay or omission on the part of either party to exercise or avail itself of any right or remedy that it has or may have hereunder operate as a waiver of any right or remedy. No waiver shall be effective unless it is in writing and signed by an authorized representative of the party against whom the waiver is sought to be enforced. Any waiver shall be limited to the specific instance and purpose for which it is given and shall not constitute a continuing waiver or a waiver of any other provision of this Agreement.
10.10 Independent Contractors; No Third-Party Beneficiaries. The relationship between Contractor and Company is that of independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, franchise, employment, or fiduciary relationship between the parties. Neither party has authority to bind the other party or to incur any obligation on behalf of the other party without the prior written consent of the other party. This Agreement is for the sole benefit of the parties hereto and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Clients who use the Platform to book services are not third-party beneficiaries of this Agreement.
10.11 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond the reasonable control of such party, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, epidemics, pandemics, power outages, internet service disruptions, failures of third-party service providers, or any other cause beyond the reasonable control of the affected party (each, a "Force Majeure Event"). The party affected by a Force Majeure Event shall promptly notify the other party of the occurrence and nature of the Force Majeure Event and shall use commercially reasonable efforts to mitigate the effects of such event and to resume performance as soon as practicable. If a Force Majeure Event continues for more than sixty (60) consecutive days, either party may terminate this Agreement upon written notice to the other party without liability, except for obligations that accrued prior to termination.
10.12 Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email if sent during normal business hours of the recipient, or on the next business day if sent after normal business hours (provided that the sender does not receive an automated bounce-back or error message indicating non-delivery); or (d) when posted to the Platform notification system or Contractor's account dashboard if such method is made available by Company.
Notices to Company shall be sent to: Alive LLC, 220 Andrews Avenue, Delray Beach, Florida 33484. Email: legal@myalive.com. Attention: Legal Department.
Notices to Contractor shall be sent to the email address associated with Contractor's account or to such other address as Contractor may designate in writing by updating Contractor's account information on the Platform. Either party may change its address for receipt of notices by providing written notice to the other party in accordance with this section.
10.13 Electronic Signatures and Communications. Contractor agrees that this Agreement and any other documents or communications relating to Contractor's use of the Platform may be executed, signed, or accepted electronically, including by clicking an "I Agree" button, checking a box, or similar action indicating acceptance. Contractor agrees that electronic signatures, records, and contracts shall have the same legal force and effect as manually executed signatures and paper-based recordkeeping systems to the fullest extent permitted by applicable law, including the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and any other applicable law. Contractor waives any rights or requirements under any laws or regulations in any jurisdiction that require an original signature, delivery, or retention of non-electronic records, or to payments or the granting of credits by means other than electronic means. Contractor represents and warrants that Contractor has the legal capacity and authority to enter into this Agreement electronically.
10.14 Headings and Interpretation. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement. The use of the terms "including," "such as," "for example," or similar terms shall be deemed to mean "including without limitation" unless expressly stated otherwise. References to "days" shall mean calendar days unless otherwise specified. The words "herein," "hereof," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular provision. The singular includes the plural and vice versa, and references to any gender include all genders. The term "or" is not exclusive. The term "may" is permissive, and the term "shall" or "will" is mandatory. This Agreement has been jointly prepared by the parties, and any ambiguity shall not be construed against either party as the drafter.
10.15 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic or facsimile copies of executed counterparts shall be deemed originals for all purposes.
10.16 Language. This Agreement has been prepared in the English language, and the English language version shall control in all respects. Any translation of this Agreement into another language is provided for convenience only and shall have no legal effect.
10.17 Relationship to Other Agreements. In the event Contractor has entered into any other agreement with Company that conflicts with the terms of this Agreement, the terms of this Agreement shall control with respect to Contractor's provision of services as a provider on the Platform, unless the other agreement explicitly states that it supersedes this Agreement.
10.18 Survival. In addition to the specific survival provisions set forth elsewhere in this Agreement, the following sections shall survive termination or expiration of this Agreement: Compensation and Payment (to the extent of obligations accrued prior to termination), Intellectual Property, Confidentiality and Privacy, Indemnification, Limitation of Liability, Dispute Resolution, and General Provisions.
Contractor acknowledges and agrees that the following provisions constitute material inducements without which Company would not have entered into this Agreement, and that these provisions are essential to the bargain between the parties:
(a) Independent Contractor Status provisions (Section 1) (b) Arbitration Agreement and Class Action Waiver (Section 9) (c) Indemnification Obligations (Section 6) (d) Limitation of Liability provisions (Section 7) (e) Non-Solicitation Restrictions (Sections 4.7 and 8.13) (f) Confidentiality Obligations (Section 5)
Contractor's breach of any of these material provisions shall constitute a material breach of this entire Agreement, entitling Company to immediate termination and all available legal and equitable remedies. The unenforceability of any of these material provisions in any jurisdiction shall not affect their enforceability in other jurisdictions or the enforceability of the remainder of this Agreement.
By clicking "I Accept" or checking the acceptance box during the Platform onboarding process, Contractor acknowledges and agrees that:
Alive LLC
220 Andrews Avenue, Delray Beach, Florida 33484
Email: info@myaliveapp.com