Terms of Service
Terms of Service
Independent Contractor Services Agreement
Last Modified: January 20, 2020
Effective Date: January 20, 2020.
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT IMPACTS HOW DISPUTES ARE RESOLVED.
The Company has developed a software platform known as “Pattern Jobs” that connects independent contractors (“Pros” or “you” or “Contractor”) with businesses in the hospitality industry that may require the services on a temporary basis of Contractors (terms defined below). YOU ACKNOWLEDGE AND AGREE THAT YOU ARE A “CONTRACTOR” FOR PURPOSES OF THIS AGREEMENT AND AGREE TO BE BOUND TO ALL THE TERMS APPLICABLE TO A CONTRACTOR. YOU ACKNOWLEDGE AND AGREE THAT COMPANY IS A TECHNOLOGY SERVICES PROVIDER THAT DOES NOT PROVIDE STAFFING SERVICES AND DOES NOT EMPLOY YOU.
Unless the context requires otherwise, capitalized terms in this Agreement will have the following meanings:
1.2 “Applicable Law” means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the Services and the relevant User’s use of the Services, including all privacy laws, laws for the protection of Personal Information, and Regulation (EU) 2016/679 (General Data Protection Regulation), to the extent applicable to the relevant User.
1.3 “Gig” means some sort of service, labour, or engagement requested by a Client to be performed by a Pro as an independent contractor for a certain fee.
1.4 "Intellectual Property" means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.
1.5 "Intellectual Property Rights" means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.
1.6 “Personal Information” means any non-public information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.7 “Pro” includes: (i) a user of the Service who performs work for a Client; or (ii) a user of the Service who signs up, applies, or makes and account for the Services with the intent to work a Gig.
1.8 “Services” means: i) Pattern’s software platform currently described as “Pattern Jobs”, which connects Clients seeking Pros to fulfill a short term independent contractor position, and connects Pros seeking a short term independent contractor positions with Clients, while handling payment transactions; (ii) any updates, upgrades, patches, technology, material, modifications, bug fixes, enhancements, data, features, related website, related technologies, and contents related to the forgoing, as it may be added or removed by Pattern from time to time and including all written information, documentation, and materials in respect of same; and iii) any software, materials or content made available in connection with the Services.
1.9 “User" means a person using the Services and includes the person, entity, or organization having control of the use of the Services and any successor of same, such as Clients and Pros whether or not they have accepted a Gig.
2. Gig Contract.
If a Pro and a Client mutually agree to a Gig, then a binding contract is formed directly between such Users (each a “Gig Contract”). Each Gig Contract includes the following terms:
2.1 All terms proposed and accepted via the Services with respect to the relevant Gig, and any other contractual terms accepted by both the Pro and their Client, provided that such terms do not conflict with the terms in this Agreement;
2.2 Pattern is not liable for any acts or omissions of the Client or Pro (including the failure to perform the Gig Contract);
2.3 The Client will pay the Contractor Fee to Pattern, and Pattern will forward the Contractor Fee to the Pro, less any deductions as set out in this Agreement;
2.4 The Pro and Client agree that Pattern’s role with respect to the Gig Contract was to facilitate an introduction and provide payment transaction services by collecting the Contractor Fee from the Client and paying the Pro its portion of the Contractor Fee, less the Engagement Fee; however any tips or gratuities may be settled directly between the Pro and Client;
2.5 The Pro is an independent contractor of the Client, and is free to perform competitive work for other persons;
2.6 The Pro and the Client will use commercially reasonable efforts to fulfill the commitments made to each other;
2.7 The Pro may not delegate or assign a Gig without the consent of the Client; and
2.8 In the event of a dispute among the Client and Pro, such parties will first notify Pattern and permit Pattern to attempt to mediate or otherwise informally resolve the dispute, in good faith, before filing of any claim or lawsuit.
3. Relationship of Users and Pattern. Pros are independent contractors of Clients and are not employees, partners, joint ventures, agents, independent contractors, representatives, or affiliates of Pattern. Users acknowledge that Pattern (a) does not have control or direction over any work over a Pro; and (b) does not supply any tools or equipment for a Pro. No User may represent itself as having any authority to act for or on behalf of Pattern, except as expressly provided in the Agreement.
4. Verifications. Pattern may, in its sole discretion, but it is not obligated to, vet or investigate Users for things such as creditworthiness, relevant criminal history, and to verify User identity, experience, and credentials (collectively, “Verifications”). Each User hereby consents to any such Verifications, agrees that the Verifications are necessary and related to the provision of the Services, and agrees that a User may be denied use of the Services based on the results of Verifications. Pattern does not guarantee the completeness or correctness of any Verifications.
5. Use and License. Pattern may terminate any User’s use of the Services at any time, and for any reason, without notice or compensation. A User may not use the Services as a service for any third party with the expectation of gain or reward. No license or right to use, reproduce, translate, rearrange, modify, enhance, display, disclose, sell, lease, sublicense or otherwise distribute, transfer or dispose of the Services, in whole or in part, is granted except as expressly provided by this Agreement. Nothing in this Agreement will entitle a User to access or use the source code of the Services. Each User grants Pattern a free, worldwide, irrevocable, license to publicly display, process, save, modify, commercialize, transfer, and sublicense, all data, including images that a User inputs or uploads into the Services and each User waives any associated Intellectual Property Rights.
6. User Responsibilities. Each User is responsible for all of its use of the Services. Each User will, and represents and warrants that it will:
6.1 Act in good faith, professionally, and responsibly in its interactions and dealings with other Users;
6.2 Fulfill the commitments it makes to other Users;
6.3 Comply with all Applicable Law;
6.4 Take reasonable actions to prevent unauthorized access to, or use of, the Services, and notify Pattern promptly of any such unauthorized access or use (Pattern is not be liable for any loss or damage arising from unauthorized access to, or use of, the Services from any User’s account);
6.5 Not use the Services to engage in any journalistic, deceptive, misleading, illegal or unethical activities or activities that otherwise may be detrimental to Pattern, as determined in Pattern’s sole discretion;
6.6 Not collect, use, or disclose any Personal Information in connection with the Services, unless such User has obtained all necessary consents under all Applicable Law to do so;
6.7 Not attempt to gain unauthorized access to the Services;
6.8 Not modify, copy, create derivative works from, reverse engineer, decompile or disassemble the Services;
6.9 Not upload to, or store within, the Services (and Personal Information will not contain) any infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights, as determined in Pattern’s sole discretion;
6.10 Not use the Services to store or transmit any viruses or other computer programming routines or code that may damage or detrimentally interfere with the Services or any data maintained on or in connect with the Services; and
6.11 Be solely responsible for (a) all hardware devices needed to access or use the Services; and (b) internet access to such devices.
7.1 “Confidential Information” means any information that is of a confidential nature that is disclosed by one User or Pattern) through the Services of in connection with a Gig (the “Disclosing Party“) to a different User (the “Receiving Party”), including, but not limited to the Disclosing Party’s business information and Personal Information.
7.2 Confidential Information does not include any information that is disclosed by one party to another party if that information:
7.2.1 Is at the time of disclosure in the possession of the Receiving Party and was obtained without an obligation of confidence;
7.2.2 Is independently developed by the Receiving Party without any use of or reference to the Disclosing Party’s Confidential Information;
7.2.3 Is or becomes publicly available without breach of any obligation of confidence;
7.2.4 Is acquired by the Receiving Party from a third party who provided the information without breaking any express or implied obligations or duties to the Disclosing Party; or
7.2.5 Is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.
7.3 The Receiving Party will take all reasonable precautions necessary to safeguard the confidentiality of the Confidential Information. The Receiving Party will not make any unauthorized use of the Confidential Information or disclose, in whole or in part, any part of the Confidential Information to any individual or entity, except as reasonably necessary for the Services or to perform a Gig. The Receiving Party acknowledges that any unauthorized use or disclosure of Confidential Information may cause irreparable damage to the Disclosing Party. In all cases, the Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall the Receiving Party use less than a reasonable degree of care.
8. Contractor Classification. The Client assumes all liability for the proper classification of each Pro it uses for a Gig as an independent contractor or otherwise. Pattern will not deduct any amount for withholding, unemployment/employment insurance, Canadian Pension Plan, Social Security, or other taxes or charges as it would in the case of an employee. Each Pro and Client will be solely responsible for all tax returns and payments required to be filed with or made to pursuant to Applicable Law.
9. Promos. Pattern may, in its sole discretion, create promotional codes, gift cards, and other benefits that may be redeemed for credit, or have other perks, for Users, and all Clients and Pros will reasonably honour such benefits provided it does not materially prejudice such party.
10. Third Party Developers. The Services may include features that connects Users to third party applications ("Third Party Applications") developed by third parties ("Third Party Developer"), such as payment processors or email relays. Users agree that: (a) Pattern is not such Third Party Developer and is not an affiliate of such Third Party Developer; and (b) Pattern makes no representations or warranties regarding any Third Party Developer, Third Party Application, or their use of data, to anyone, express, implied or statutory (the Pattern disclaims all such warranties of design, operation, or fitness for any use or purpose). No representation or warranty by any Third Party Developer is binding on any Pattern Associates nor will breach of such representation or warranty relieve a User of its obligations to Pattern. Third Party Developers may require a User to enter into license agreements or pay fees for the use of their Third Party Applications, which, unless expressly set out herein, are not included in the Fees.
11.1 If a Pro is deemed to be an employee of a Client or Pattern as a result of a Gig, the Client agrees to INDEMNIFY, HOLD HARMLESS, AND DEFEND PATTERN from any and all claims arising out of or related to such Gig, including those claims relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.
11.2 Each User will DEFEND, INDEMNIFY, AND HOLD HARMLESS Pattern and its directors, shareholders, officers, agents, employees, parents, subsidiaries, and affiliates (collectively the “Pattern Associates”) against any loss, damage, or cost incurred in connection with any claim, demand, damage or loss, including legal fees on a solicitor-client basis, alleging that such User’s use of the Services has harmed a third party, infringes upon the privacy rights of a third party, is in violation or alleged violation of any Applicable Laws, or arises out of that User’s breach of this Agreement.
12. Insurance. Pattern is not responsible for any insurance coverage of a Pro or Client. The Client agrees that a Pro is not covered by any of Pattern’s workers’ compensation insurance or any other sort of insurance or coverage. Pattern has no commitment to defend or indemnify the Client in any circumstances.
13. Outage Policy. EACH USER ACKNOWLEDGES THAT THE PATTERN ASSOCIATES DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT PATTERN MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN PATTERN’S CONTROL. ANY SUCH DISRUPTION WILL NOT BE CONSIDERED A BREACH OF THIS AGREEMENT BY PATTERN.
14. Ownership. All Intellectual Property Rights in the Services or made available or disclosed to Users in the provision of the Services remain the exclusive property of the Pattern Associates (as the case may be) and except for the limited license to use the Intellectual Property as part of the Users use of the Services in accordance with this Agreement, no right, title, or interest is granted in the Intellectual Property to a User. The Pattern Associates (as the case may be) own all rights, title and interest, including all Intellectual Property Rights, in and to any improvements to the Services or any new programs, upgrades, modifications or enhancements thereto, even when such refinements and improvements result from a User’s data, requests, or comments. To the extent, if any, that ownership in such refinements and improvements does not automatically vest in Pattern (or is designee) by virtue of this Agreement or otherwise, such User hereby transfers and assigns to Pattern all rights, title, and interest which that User may have to such refinements and improvements without compensation.
15. Termination. In the event a User breaches this Agreement, Pattern may cease providing the Services to that User without notice or refund of any Fees. Pattern may terminate the Services at any time.
16. Limitation of Liability and Disclaimers.
16.1 EXCEPT AS MAY BE OTHERWISE SPECIFICALLY PROVIDED HEREIN: (1) THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND; AND (2) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PATTERN ASSOCIATES EXPRESSLY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. EACH USER AGREES THAT ITS USE OF THE SERVICES IS AT ITS OWN RISK.
16.2 NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY ANY PATTERN ASSOCIATES OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, WILL BE DEEMED TO BE A WARRANTY BY PATTERN FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF PATTERN ASSOCIATES WHATSOEVER. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, EACH USER SPECIFICALLY DISCLAIMS, WITHOUT LIMITATION, ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR OTHERWISE.
16.3 UNDER NO CIRCUMSTANCES WILL PATTERN ASSOCIATES BE LIABLE TO ANY USER FOR ANY DAMAGES OR LOSSES WHATSOEVER INCLUDING DIRECT, INDIRECT, SPECIAL DAMAGES, LOSS OF MONEY, LOSS OF REPUTATION OR GOODWILL, LOSS OF DATA, OR ANYTHING ELSE DIRECTLY OR INDIRECTLY RELATED TO THE SERVICES OR THIS AGREEMENT. IF, FOR SOME REASON, DESPITE THIS AGREEMENT, ANY OF THE PATTERN ASSOCIATES ARE FOUND TO BE LIABLE TO A USER IN ANY WAY, THEN THE PATTERN ASSOCIATES’ TOTAL LIABILITY WILL BE LIMITED TO THE AMOUNT OF FEES THAT SUCH USER PAID TO PATTERN IN THE YEAR IN WHICH THE CLAIM AROSE, OR $50, WHICHEVER IS LESSER. EACH USER RELEASES ALL PATTERN ASSOCIATES FROM ANY LIABILITY OR DAMAGES WHATSOEVER WITH RESPECT TO ANY DISPUTE A USER MAY HAVE WITH ANOTHER USER OF THE SERVICES.
17. Changes. Pattern reserves the right to modify this Agreement at any time, which will supersede prior versions. Unless otherwise provided, any modifications will be effective 7 days after such modified Agreement has been published on or through the Services. In the event of material changes to this Agreement, Pattern will provide notice Users either through the Services, by way of an electronic (including e-mail or SMS) notification, or by other reasonable means prior to the effective date of such material changes, and should a User elect not to agree to such material changes, that User’s sole remedy will be to cease using the Services. Continued use of the Services is deemed as acceptance of any changes to this Agreement.
18.1 Proper Law. This Agreement will be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia.
18.2 Arbitration. All disputes arising out of or in connection with the Agreement or the Services will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. If this arbitration clause is found to not apply to a User as a result of Applicable Law (or is otherwise unenforceable), then any such disputes must be commenced in the Supreme Court of British Columbia in Vancouver, without regard to conflict of laws or laws regarding choice of law or forum.
18.3 Headings. The headings used in the Agreement are for convenience and reference only and will not affect the construction or interpretation of this Agreement.
18.4 Assignment. This Agreement may not be transferred or assigned by a User without the prior written consent of the Pattern, which may not be reasonably withheld. Pattern may assign this all or any part of this Agreement, without Users consent, advance notice, or compensation.
18.5 Notice. Any notice or communication from one party to the other required or permitted to be given pursuant to this Agreement will be in writing and either personally delivered, sent by postal service, sent via courier (with evidence of delivery in any case), or electronic means. All notices will be in English and will be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which will be deemed to have been received the day after such notices are sent. All notices to Pattern will be copied to firstname.lastname@example.org.. Notwithstanding the forgoing, Pattern may send any notices or communication to any User via the Service or by email or SMS that such User has on file with Pattern.
18.6 Force Majeure. Neither party will be deemed in default for any circumstances out of its control, such as a natural disaster or civil disturbance.
18.7 Waiver. Any waiver to any right under this Agreement is not a waiver of future breach or a granting of future indulgence.
18.8 Gender, Plural and Singular. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, "or" is not exclusive" and "including" is not limiting, whether or not such non-limiting language (such as "without limitation" or "but not limited to") is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires.
18.9 Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.
18.10 U.N. Convention. The parties agree that the United Nations Convention on the International Sale of Goods will not apply to this Agreement and will not apply to any purchase order issued in connection herewith.