Contractor Terms

These Contractor Terms defines the agreement between you, (“Freelancer” or “Contractor”) and Uplift Local LLC (“Uplift Local” or “Client”) regarding Services (or "Lifts", “Jobs”, “Tasks”) offered through the Site at uplift-local.com and app.uplift-local.com as described in these Contractor Terms, and operate alongside the Uplift Local Website Terms and Privacy Policy. These Contractor Terms become effective immediately once the Contractor agrees to these terms as part of the Contractor registration with Uplift Local. If you do not agree to these Contractor Terms, do not register as an independent contractor and freelancer for Uplift Local.

1. Identification

Contractor agrees and certifies that they are at least 18 years of age, a United States citizen and legally able to work as an independent contractor for Uplift Local without infringing on other contracts or agreements. Contractor agrees to be truthful about their identity, location, contact information and personally identifiable information. Contractor understands and agrees that misrepresenting and/or being untruthful about their identity and information may result in having the Contractor’s independent contractor status revoked and being removed from the Uplift Local platform; in which case all pending and future payments will be forfeited immediately. Should Client have reason to believe that a Contractor’s information is not real, accurate or true, Client reserves the right to request and review legal proof of identity before permitting Contractor to proceed with services and/or access to any apps or software. Contractor shall indemnify and hold Client harmless from any loss or liability arising from Contractor’s misrepresentation or falsification of personal information and identity.

2. Contractor Relationship

Contractor understands and agrees that this independent contractor relationship is with you, the Freelancer, as an individual person, not with your company, employees or subcontractors. In order to participate in Uplift Local services and perform "Lifts", you agree to be bound by the Contractor Terms. By proceeding with Freelancer registration and/or delivery of services, you agree to be bound by these terms and conditions. The Contractor-Client relationship defined in this Agreement is only applicable to the individual Contractor who registered and agreed to these terms and does not extend to any Contractor’s employees, businesses, subcontractors, affiliates, family, friends or any other associates.

Contractor accepts and agrees that they are not an employee or independent contractor of the clients of Uplift Local. Although services performed may be done for the interest of Uplift Local clientele, the independent contractor relationship is exclusively between Uplift Local and the Contractor; no other parties are included in this relationship.

This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.

3. Services to Be Performed

Contractor agrees to perform the services, also known as tasks, jobs or “lifts”, for which they registered to be a freelancer (ex. Market research tasks). Contractors will only be paid for services delivered. Should a Contractor elect not to fulfill a service that is assigned to them or offered to them, then no payment will be given for that service. Some Contractor services must be claimed or delivered within a specific time period and, if this time period expires, they will be reassigned to another Contractor. Contractors that do not claim or deliver a time-sensitive service within the period specified lose the right to fulfill that service and collect any payment for it.

4. Payment

In consideration for the services to be performed by Contractor, Client agrees to pay the Contractor at the rate allocated for that specific service. Different services are paid at different rates. Contractor shall be paid within a reasonable time after Contractor fulfills a service, typically within 48 business hours and no longer than 30 business days. Contractor understands and agrees that if they are not clear about the pay rate for a given service, it is their responsibility to clarify and confirm pay rates with Uplift Local prior to performing any services. Uplift Local will not change a pay rate for any service for one single Contractor. In fairness, pay rates for services are the same for all Contractors.

Uplift Local uses third party providers to deliver payment. If there is an issue with payment delivery, it is the responsibility of the Contractor to immediately notify Uplift Local about the issue. In such a case, the Contractor agrees and understands that it may take Uplift Local up to 30 business days from the date of notification to resolve the payment issue. 

Uplift Local uses a third party provider system to deliver payment which allows Contractors to independently elect their preferred method of payment. Uplift Local is not responsible for Contractor errors in choosing the preferred payment method. Once a payment has been chosen, Uplift Local cannot change this payment method. Contractor understands and agrees that they are solely responsible for electing only payment methods for which they can receive full payment. Likewise, the Contractor understands and agrees that they are solely responsible for providing accurate account information in order to receive payment to various payment portals (ex. PayPal, Venmo, bank transfer). Contractor also understands and agrees that not all payment methods are available and they will need to accept whichever payment methods are available, such as Venmo, PayPal and U.S. gift cards. No special payment arrangements will be made, so if the Contractor refuses to accept the payment options offered, they will forfeit that payment.

Contractor understands and accepts that payments are processed through a third-party vendor, Tremendous, and Uplift Local is not responsible for payment redemption issues. Once Tremendous has charged Uplift Local for the contractor payment, then Uplift Local considers it paid. Any issues on the redemption side of the transaction must be resolved directly with Tremendous support at [email protected].

5. Expenses

Contractor shall be responsible for all expenses incurred while performing services under this Agreement, which includes but is not limited to mobile phone, internet access, automobile, fuel and other travel expenses.

6. Independent Contractor Status

Contractor understands and agrees that they are an independent contractor, and neither Contractor nor Contractor's employees or contract personnel are, or shall be deemed, Client's employees. In its capacity as an independent contractor, Contractor agrees and represents, and Client agrees, to all of the following:

- Contractor does not have the right to hire assistants as subcontractors or to use employees to provide the services required by this Agreement. Contract services through Uplift Local are intended to be performed by the individual registered and our Contractor agreement is with you, the individual contractor, not your other subcontractors or employees.
- Contractor has the right to perform services for others during the term of this Agreement
- Contractor has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed within the parameters of the instructions for service delivery. Contractor shall select the routes taken, starting and quitting times, days of work, and order the work is performed.
- Contractor shall not be required to wear any uniforms provided by Client; unless this specific request is associated with service delivery. In which case, job requirements will be explained beforehand.
- The services required by this Agreement shall be performed by Contractor, Contractor's employees, or contract personnel, and Client shall not hire, supervise, or pay any assistants to help Contractor.
- While clear instructions for service delivery are typically provided, the Contractor shall not receive any training from Client in the professional skills necessary to perform the services required by this Agreement (ex. how to use their own mobile phone or connect their internet)
- Contractor shall not be required by Client to devote full time to the performance of the services required by this Agreement. 

7. Legal Compliance

Contractor represents and warrants that Contractor will comply with all federal, state, and local laws required to carry out the services to be performed under this Agreement.

8. State and Federal Taxes

Contractor understands and agrees that Client will not withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf; nor will Client make state or federal unemployment compensation contributions on Contractor's behalf; nor will Client withhold state or federal income tax from Contractor's payments. Client will not be responsible for Contractor tax obligations. Contractor agrees to pay all taxes incurred while performing services under this Agreement—including all applicable income taxes. Upon demand, the Contractor shall provide Client with proof that such payments have been made.

9. Fringe Benefits

Contractor understands that they are not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.

10. Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf of Contractor. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.

11. Workers' Compensation

Client shall not obtain workers' compensation insurance on behalf of Contractor.

12. Insurance

Client shall not provide insurance coverage of any kind for Contractor. 

13. Proprietary Information & Intellectual Property Rights

a. The product of all work performed under this Agreement (“Work Product”), including without limitation all notes, reports, documentation, drawings, computer programs, software applications, mobile applications, inventions, creations, works, devices, models, work-in-progress and deliverables will be the sole property of the Client, and Contractor hereby assigns to the Client all right, title and interest therein, including but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade secret rights and other proprietary rights therein. Contractor retains no right to use the Work Product and agree not to challenge the validity of the Client’s ownership in the Work Product.

b. Contractor hereby assigns to the Client all right, title, and interest in any and all photographic images and videos or audio recordings made by the Client during Contractor’s work for them, including, but not limited to, any royalties, proceeds, or other benefits derived from such photographs or recordings. 

c. The Client will be entitled to use Contractor’s name and/or likeness in advertising and other materials. Contractor may request to opt-out of this use in writing by emailing [email protected].

If the Contractor creates any original work in connection with services performed for Uplift Local, all work delivered will become the property of Uplift Local and all ownership and licensing is immediately transferred to Uplift Local upon delivery. Distribution and licensing of such works will then be at the sole discretion of Uplift Local.

14. Confidentiality and Non-Disclosure

Contractor acknowledges that it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that disclosure to a third party or misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not disclose or use, either during or after the term of this Agreement, any proprietary or confidential information of Client without Client's prior written permission except to the extent necessary to perform services on Client's behalf. 

Proprietary or confidential information includes: - the written, printed, graphic, or electronically recorded materials furnished by Client for Contractor to use- any written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or any information that Client makes reasonable efforts to maintain the secrecy of- business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, workflows, computer programs and inventories, discoveries, and improvements of any kind, sales projections, and pricing information- information belonging to customers and suppliers of Client about whom Contractor gained knowledge as a result of Contractor's services to Client, and- inner workings, structure and functionality of Client’s proprietary software applications and mobile apps 

Upon termination of Contractor's services to Client, or at Client's request, Contractor shall deliver to Client all materials in Contractor's possession relating to Client's business. Contractor acknowledges that any breach or threatened breach of the Confidentiality Clause of this Agreement will result in irreparable harm to Client for which damages would be an inadequate remedy. Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such breach or threatened breach of the Confidentiality Clause of this Agreement. Such equitable relief shall be in addition to Client's rights and remedies otherwise available at law. This Confidentiality and Non-Disclosure shall survive termination of this relationship and remain in effect for a period of 18 months following the date of the termination notice.

15. Non-Solicitation

Contractors are strictly prohibited from contacting Clients and/or their represented businesses (our clients business customers) to solicit work similar to services offered by Uplift Local. Contractor agrees not to contact, engage or approach Uplift Local Clients and/or business customers of Clients, which may include direct or indirect solicitation that aims to persuade the Client or Client’s business customers to start a working relationship of any kind with the Contractor. The non-solicitation agreement will be in effect for a 1 year duration, starting from the date that the Contractor requested in writing to be terminated as an Uplift Local contractor. Exceptions to these solicitation restrictions includes

1) if the Contractor is authorized by Uplift Local in writing to pursue communication with an Uplift Local Client, who must be named in the writing, and/or
2) when the Contractor is applying to a publicly accessible job posting or advertisement, for which no private or direct communication occurred between the Contractor and an Uplift Local Client to prompt the application. In the event of a breach of this non-solicitation, Contractor will be liable for all estimated financial or intellectual losses incurred in association with the Client-Contractor relationship. If any part of the non-solicitation clause is deemed unenforceable, the remaining provisions remain valid and in effect. 

16. Terminating the Agreement

Either party may terminate the Contractor-Client relationship at any time, effective immediately, without notice. All applicable legal terms remain in effect.

17. Indemnification

Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement. 

You agree to indemnify and hold Uplift Local harmless from any claims, losses, liabilities, and expenses (including attorneys' fees) arising out of or related to your performance of or delivery of services, your violation of these Terms, or your violation of any rights of third parties. Contractor shall pay all expenses incurred by Client including, but not limited to, all attorneys’ fees, costs and expenses incurred should Client be named a party in any litigation to which Contractor is a party. Contractor shall further indemnify and hold harmless Client and its agents, officers and directors from liability for any and all claims, costs, suits and damages, including attorneys’ fees arising directly or indirectly out of or in connection with the operation of Contractor, and from liability for injuries suffered by any person relating to Contractor. 

18. Limitation of Liability

To the fullest extent permitted by law, Uplift Local shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or related to the performance or delivery of services and/or tasks, even if Uplift Local has been advised of the possibility of such damages.

19. Privacy

Personally identifiable information or aggregate information that you provide will be handled in accordance with Uplift Local’s Privacy Policy.

20. Governing Law

Uplift Local operates from offices in Florida, and the statutes and laws of Florida shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue to St. Augustine, FL or appropriate federal/state court of Florida with respect to such matters controlled by that court.

21. How to Send Notices to Uplift Local

All notices to a party shall be in writing and shall be made via email. Notices to us must be sent to the attention of Customer Service at [email protected]. You agree to allow us to submit notices to you either through the email address provided, the mobile phone number provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication on the delivery date if transmitted by confirmed email or mobile phone SMS message.

22. Force Majeure

In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of payment arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

23. Savings Clause

If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

24. No Waiver

Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.

25. Changes to Terms

We reserve the right to update or modify these Terms at any time without prior notice. It is your responsibility to review these Terms periodically. Your continued performance of services and/or active independent contractor status after the posting of any changes constitutes acceptance of those changes.

Last Updated: July 29, 2024