Bacon Work, Inc.
Business Service Agreement

1.  DESCRIPTION OF SERVICES 

A.  Under this Agreement, Bacon provides a technology platform and related services through which Businesses and Contractors can enter into arrangements for the performance of services for the Businesses.  The platform and related services are aimed at facilitating the formation of contracts between the Businesses and Contractors.  As used in this Agreement, the “Services” means all of the services provided by Bacon to the Business as described generally in this Section. 

B.  A core element of Bacon’s technology platform is a software application that Bacon provides to Businesses and Contractors.  As used in this Agreement, the “Application” means the software used by Bacon (including the software and web-based application(s) that Bacon provides to the Business) in connection with the Services. Use of the Application must comply with the Application Terms and Conditions. 

C.  Through the Application, the Business may from time to time submit a request for services to Bacon (a “Service Request”), which shall include (i) a description of the services requested of one or more Contractors; (ii) special Contractor qualifications, if any; (iii) the deliverables to be provided, including a description of any expected work product and the criteria determining completion of the service engagement or shift (the “Deliverables”); (iv) the date by which the services must be completed; and (v) the compensation to be paid to the Contractor for completion of the services (the “Contractor Payment”).  The Business agrees that all information provided in a Service Request will be accurate, current, and truthful.  Bacon reserves the right to reject any Service Request for any reason, including but not limited to ambiguity, missing elements, or inconsistency with Bacon’s business interests, the Bacon Marketplace Standards of Conduct, or the integrity of the Application. 

D. Bacon will post the Service Request to the app for Contractors to apply. Bacon can not guarantee acceptance of the Service Request by Contracts. Bacon will offer suggestions for creating Requests that Contractors are more likely to want.

E. If the Business and a Contractor reach agreement and the  Business retains the Contractor to perform the services, the Service Request as applied to that Contractor will become a shift or (a “Service Engagement or shift”). If the Business later decides to cancel a shift or reject an individual worker, there will be fees associated with terminating that Service Engagement. (Refer to Section 3. Fees of the Bacon Work Inc. Business Service Agreement.)

F. The  Business shall not make any change to the Deliverables or the Contractor Payment indicated in the Service Request, except by amendment of the Service Request or Service Engagement through the Application. 

G.  Bacon reserves the right to reject, modify, discontinue, temporarily or permanently, the Application and/or the Service or any part thereof with or without notice.

2.  COMPLETION OF DELIVERABLES 

A.  All Deliverables specified in a Service Engagement must be possible for completion in one day.   Businesses may not request any Deliverables from Bacon or Contractors that are not clearly identified in the Service Engagement. 

B.  Bacon shall be entitled to payment of all fees associated with a Service Engagement immediately upon completion of the relevant Deliverables.  The Business agrees to accept Deliverables when they have been completed to a reasonable standard within twenty four (24) hours after completion. This is done by verifying the hours spent completing deliverables as reported by Contractors. Deliverables will be automatically verified and accepted twenty-four (24) hours after submission. 

C.  A Service Engagement may be canceled at any time by the Business at any time prior to commencement of performance, but any cancellation without at least twelve (12) hours’ notice to the Contractor and Bacon will be subject to a cancellation fee. See Section 3.H for more information. 

D.  The Business shall defend, indemnify, and hold harmless Bacon from and against any and all liabilities and expenses arising out of or related to any claim by a Contractor that the Business has improperly withheld acceptance of any Deliverable or payment thereon.

3.  PAYMENTS AND FEES 

A. The Contractor Payment is determined by the Business when they create a service request. Contractors may choose which service requests to perform based on their needs and preferences. The amount Businesses choose to pay greatly impacts Contractor interest and  may affect their fill rate. Bacon does not determine the amount of Contractor Payments. 

B. The Business shall pay Bacon (a “Service Fee”) of thirty-five percent of the Contractor Payment. The Service Fee is for creating, hosting, administering, maintaining, and providing access to the Application and for providing related services, and it is independent of the services provided by the Contractor.

C. Upon completion of the Deliverables associated with a Service Engagement, Businesses will formally accept by approving the hours submitted by the Contractor indicating the time it took to perform the Service Engagement. All Deliverables will be automatically accepted the next business day at Five (5) PM after the completion of the Service Engagement.  

D.  Bacon will pass along the Contractor Payment to the Contractor in accordance with the agreement between Bacon and the Contractor. Bacon shall defend, indemnify, and hold harmless the Business from and against any and all liabilities and expenses arising out of or related to any claim by a Contractor that Bacon has improperly failed to pay any relevant Contractor Payment in accordance with the agreement between Bacon and the Contractor; provided that the Business has paid the Business Payment and the Service Fee to Bacon in a timely manner accordance with this Agreement. 

E.  Bacon will invoice the Business at the end of each day for services provided by Contractors and accepted by the Business in accordance with this Agreement.  Payment for services will be processed through the Bacon platform and/or associated third party services using one of the following payment methods: credit card payment, digital Invoice (NET 15) to be paid using ACH or credit card. Additional fees may apply based on payment method. Different payment arrangements may be made when appropriate. 

F.  Bacon’s fees do not include any taxes, levies, duties, or similar governmental assessments of any kind, including but not limited to value-added, sales, use, or withholding taxes, accessible by any local, state, provincial, federal, or foreign jurisdiction.  The Business is responsible for payment of all taxes, duties, and government assessments associated with its purchases under this Agreement.  If Bacon is legally obligated to pay or collect any taxes, duties, or other governmental assessment for which the Business is responsible under this section, the Business shall reimburse Bacon for such amounts in the same manner as other financial obligations in this agreement.

G.  All amounts paid after the due date will be assessed (“a Late Payment Fee”) of one and a half percent (1.5%) per month. This Late fee will be assessed if the invoice has not been paid within 5 days of the due date.  An additional 1.5% of the original invoice amount will be assessed every 30 days thereafter, until paid. If the Late payment charge is deemed to be interest that exceeds the maximum permitted by law, the charge shall be reduced to the maximum permitted. Accounts that are delinquent may be subject to immediate collections and may result in the account being suspended until it is made current. The Business shall be responsible for any costs of collection, including but not limited to legal fees.

H. There may be additional fees added to Business invoices for canceling or not performing their Service Engagements. If a Business needs to cancel an entire Shift Engagement, they will incur (a “Cancellation Fee”) of 25% of the shift amount or $30, whichever is greater, and the Bacon Service Fee to compensate Bacon and the Contractors for the broken agreement. If a Business chooses to reject a Contractor within 12 hours of the start of a Service Engagement, or shift, they will incur (a “Late Rejection Fee”) of 25% of the shift amount or thirty ($30) dollars, whichever is greater, and the Bacon Service Fee to compensate the Contractor for the broken agreement.

4.  RELATIONSHIPS 

A.  Under this Agreement (and Bacon’s service agreement with Contractors), Bacon provides Services to both the Business and Contractors, including providing a technology platform, aimed at facilitating the formation of contracts between the Businesses and Contractors.  A Service Request posted by the Business does not create an agreement.  If the Business and a Contractor agree on terms and establish a Service Engagement, a contract is formed directly between the Business and the Contractor. 

B. BACON’S SERVICES MAY BE USED ONLY FOR ENTERING INTO SERVICE ARRANGEMENTS UNDER INDEPENDENT CONTRACTOR RELATIONSHIPS.  The Business is responsible for assuring that the services requested under a Service Request, and the performance of those services by each Contractor engaged by the Business, satisfy all of the requirements and conditions of an independent contractor relationship, and the Business assumes all liability for the proper classification of the Contractor based upon applicable legal guidelines.  By posting a Service Request, entering into a Service Engagement, or allowing a Contractor to perform services in conjunction with the Services, the Business represents and warrants to Bacon that the Business has properly classified the Contractor as an independent contractor. 

C. Bacon will not provide any Contractor with any training or any equipment or materials needed for fulfillment of any Service Engagement.  Bacon will not deduct any amounts for withholding, unemployment, Social Security, or other taxes in connection with any Contractor Payment. The Business acknowledges and agrees that Bacon will not in any way supervise, direct, or control any Contractor’s work. 

D.  The Business shall not require any exclusive relationship between the Business and any Contractor. The Business may at any time provide an offer of employment to a Contractor after he/she has worked at least one shift. There are no buy-out fees, penalties, or required hours associated with providing an offer of employment.  

E.  The Business is solely responsible for the workplace environment and for any liabilities arising out of the workplace conduct of Contractors or others. The Business agrees to supervise Workers at all times. The Business agrees to provide all necessary training and safety equipment for the Workers. When appropriate, the Business may require that Workers provide their own safety equipment (such as, steel toed shoes, hard hats, gloves, etc) through the Service Request and ensure that Workers are not permitted to work unless they fulfilled that shift requirement. Failure to do so will result in the Client being solely responsible for any injuries, theft, or property damage.  

F.  The Business may request that Bacon provide a background check pertaining to a Contractor, but the parties acknowledge and agree that such a background check will not be performed by Bacon directly, and Bacon shall not have any liability for any omission or error in such a background check. The background check for workers includes a search of the National Pointer Search, National Sex Offender Registry, OFAC & Most Wanted Lists, Global Watch List and SSN Trace, Federal Criminal Record Search, Current & Previous County Search. 

G.  BACON DOES NOT MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE QUALIFICATIONS, PHYSICAL CAPABILITIES, MENTAL STABILITY, HISTORY, OR CRIMINAL RECORD OF ANY CONTRACTOR. 

H.  Neither of the parties to this Agreement and none of the parties’ agents, employees, representatives, or independent contractors shall (i) be considered an agent, employee, or representative of the other party for any purpose whatsoever, (ii) have any authority to make any agreement or commitment for the other party or to incur liability or obligation in the other party’s name or on its behalf, or (iii) represent to third parties that either of them has any right to bind the other party.  Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, or joint venture relationship between the parties.
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5. INSURANCE

Bacon Inc. has purchased policies to provide insurance against contractor-related events. The Business shall maintain insurance of the kinds and amounts required by law. This should include policies specific to the specific tasks required by the Business including but not limited to driving vehicles or operating heavy machinery which are not covered in Bacon’s standard coverage.

6.  GENERAL PRACTICES

A. The Business agrees to use the Service to connect with Contractors for the completion of tasks appropriate to independent contractors. The Service may not be used to circumvent traditional employer obligations in the jurisdiction in which the Business operates. Abuse of the Service will result in the Business being the sole employer for the employment relationship should one be determined to exist by any regulatory bodies at either the state or federal level.

B. The Business agrees to provide a safe and inclusive environment in which Contractors may perform services and agrees to treat them with respect and dignity as described in the Marketplace Standards of Conduct and Business Guide. 

C. The Business acknowledges and agrees that Bacon may establish general practices and limits concerning use of the Service. Bacon reserves the right to log off accounts that are not active for an extended period of time or have unpaid account balances. Bacon shall have no responsibility or liability for the deletion or failure to store any data or other information or materials maintained or transmitted by the Service. Such general practices and limits may be changed by Bacon at any time, in its sole discretion, with or without notice.

D. The Business acknowledges that Bacon will not be liable for any unauthorized uses of the Application. This includes asking Workers to perform tasks that are not explicitly described in the Service Request.

7.  CONFIDENTIALITY 

A.  In connection with the Services, each of the parties (as “Disclosing Party”) may disclose to or give the other party (as “Receiving Party”) access to certain trade secrets and other confidential information and know-how related to its business and its products or services in connection with the Services.  Use of confidential information “in connection with the Services” means and is limited to such use of confidential information as may be necessary or appropriate solely for purposes of providing or using the services and performing a party’s obligations or exercising a party’s rights under this Agreement.  As used in this Agreement, “Confidential Information” means and includes all information related to the Disclosing Party’s business, products, or services that is not publicly known; provided, however, that this Agreement does not prohibit the use or disclosure of information that (i) is required by law to be used or disclosed, but only to the extent that such use or disclosure is legally required, (ii) is already known to the Receiving Party, and not subject to any obligation of confidentiality, at the time the information is received from the Disclosing Party; (iii) becomes a part of the public knowledge other than by a breach of this Agreement or other wrongful act of the Receiving Party, or (iv) is rightfully received by the Receiving Party, without restriction, from a third party who is not obligated to keep the information confidential. 

B.  The Receiving Party shall not disclose, copy, or permit any person to copy any of the Disclosing Party’s confidential information for any reason, except for such limited disclosure to employees and professional advisors as may be appropriate in connection with the Services.  The Receiving Party shall not use any of the Disclosing Party’s confidential information except in connection with the Services.  Nothing in this Agreement, and no disclosure of confidential information by either party shall be deemed, either expressly or by implication, to convey any right or license of any kind to the Receiving Party. 

C.  Notwithstanding the foregoing, the Business acknowledges and agrees that some of the information that it provides in Service Requests will be sent to Contractors who will need the information to respond.  By submitting a Service Request, the Business expressly consents to have details thereof sent to Contractors that provide like or similar services.

8.  NO WARRANTIES

A.  THE APPLICATION AND THE SERVICES ARE PROVIDED “AS IS” AND “AS-AVAILABLE.”  TO THE MAXIMUM EXTENT PERMITTED BY LAW, BACON DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, CONTENT, AND RELATED MATERIALS, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Bacon does not warrant the accuracy, reliability, completeness, usefulness, or quality of any content included in the Services.  Bacon does not warrant that the Services are secure, free from bugs, interruption, or errors, or that the Services will meet the Business’s requirements. 

B.  Bacon does not guarantee a match between a Service Request and a Contractor who is willing to fulfill the Service Request at the time and place requested. 

C.  The Business is solely responsible for the selection of a Contractor who is appropriate to fulfill any service need, and for the arrangement under which services are provided for the Business.  Bacon is not liable for the action or inaction of any Contractor in connection with any Service Engagement and the performance of services (or failure to perform services) thereunder.  Bacon does not guarantee or warrant the Contractor’s performance of any Service Engagement or the outcome or quality of any Deliverables. 

D.  Bacon shall have no liability to the Business or any third party for any modification, suspension, or discontinuance of the Application or the Services or any part thereof.

9.   LIMITATION OF LIABILITY AND DAMAGES

A.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THE ENTIRE CUMULATIVE LIABILITY OF BACON AND BUSINESS’S EXCLUSIVE REMEDY FOR ALL MATTERS OR CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF SERVICE FEES PAID BY AND/OR DUE FROM BUSINESS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

‍B.  TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, BACON SHALL NOT BE LIABLE FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (ii) DAMAGES RELATING TO TELECOMMUNICATIONS FAILURES, INTERNET AND ELECTRONIC COMMUNICATIONS FAILURES, DELAYS OR LIMITATIONS, LOSS, CORRUPTION, SECURITY, OR THEFT OF DATA, VIRUSES, SPYWARE; OR (iii) LOSS OF BUSINESS REVENUE, PROFITS OR INVESTMENT, ARISING OUT OF OR RELATED IN ANY WAY TO THE SERVICES, WHETHER BASED IN TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF BACON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.  INDEMNIFICATION                                              

The Business shall defend, indemnify, and hold harmless Bacon and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses, including attorneys’ fees, arising from or related to (i) a breach by the Business of any representation, warranty, covenant, or obligation in this Agreement; (ii) any intentional or negligent act or omission committed by the Business in connection with the performance of this Agreement or related to any Contractor; (iii) the Business’s violation of any law; (iv) any physical injury or death occurring at the Business’s place of business; (v) any claim that a Contractor was misclassified as an independent contractor; (vi) any claim that Bacon is or was an employer or joint-employer of a Contractor; (vii) any claims under employment laws, including laws related to employment termination, employment discrimination, harassment, workplace safety, and any claims for overtime pay, sick leave, holiday or vacation pay, or any other employee benefits; and (viii) any claim related to Contractor’s driving and/or delivery services. Bacon makes no representations or warranties regarding Contractors’ ability to legally drive in the United States. Bacon makes no representations or warranties regarding Contractors’ motor vehicle record.

11.  CONSENT TO CONDUCT BUSINESS ELECTRONICALLY 

The Business agrees that Bacon may send notices and other communications to the Business by email and/or may make communications available to the Business by posting them on the Application or on Bacon’s website. The Business consents to receive such communications electronically. The Business shall notify Bacon promptly of any change in the Business’s email address or other registration data.

12.  MODIFICATION AND AMENDMENT 

‍Except as provided in the Arbitration Agreement, Bacon may change this Agreement from time to time, effective upon posting of the modified Agreement on its website or through the Application. Bacon may also notify the Business of the change by email or other electronic communication. The Business is responsible to review the Agreement periodically for changes. Except as provided in the Arbitration Agreement, Bacon has the right to change, delete, discontinue, or impose conditions on any features or aspect of the Services, including but not limited to pricing, technical support options, and other product-related policies. The Business’s continued use of the Services after Bacon’s publication of any changes shall constitute the Business’s acceptance of the changes. 

13.  TERMINATION

Either party may terminate this Agreement without cause at any time, effective upon notice to the other party; provided, however, that termination of this Agreement will not relieve either party of its obligations related to any Service Engagement that has been entered into prior to the time of cancellation. Sections 3 (Fees), 7 (Confidentiality), 8 (No Warranties), 9 (Limitation of Liability and Damages), 10 (Indemnification) 11 (Consent to Conduct Business Electronically), and 14 (Miscellaneous) shall survive any termination of this Agreement. Bacon shall have the right to terminate the Business’s password, account (or any part thereof), or use of the Service, at any time in its sole discretion, with or without cause and with or without prior notice. Bacon shall not be liable to the Business or any third party for any termination of the Business’s access to the Service. 

14.  MISCELLANEOUS 

A.  This Agreement shall be governed by and construed in accordance with Utah law, without regard to its rules regarding conflicts of law.  Each of the parties consents to the jurisdiction of the courts located in the state of Utah with respect to any non-arbitrable matters arising out of or relating to this Agreement.

B.  This Agreement, along with the Bacon Marketplace Standards of Conduct and Bacon Work Inc. Terms and Conditions, constitutes the entire agreement between the parties pertaining to its subject matter, and it supersedes any and all written or oral agree­ments previously existing between the parties with respect to such subject matter.  Except for changes by Bacon as provided herein, no modification or amendment of this Agreement shall be binding unless executed in writing by both parties.  No waiver shall be effective unless it is in writing and signed by the party against whom enforcement is sought. 

C.  This Agreement may not be assigned by either party without the prior written consent of the other. 

D.  If any of the provisions of this Agreement are held by a court or other tribunal having jurisdiction to be unenforceable, the parties intend that the provision shall be enforced to the maximum extent permissible and the remaining portions of this Agreement shall remain in full force and effect.

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