boost.gg is an internet application (“boost.gg” or the “application”) owned and operated by boost.gg (“boost.gg,” “we,” or “us”). boost.gg provides a service (the “service”) that allows its customers (“Customers”) to access boost.gg’s network of contractors ("Boosters” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Boosters have access to the application and it's communication services to receive and review requests for services from Customers and to determine their interest in and availability to respond to such requests.
PLEASE READ THIS AGREEMENT CAREFULLY.THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.
Acknowledgment and Acceptance of Independent Contractor services Agreement
Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed(electronically or otherwise) by the Company and You.
You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms(including IRS Form 1099 - MISC) and any other notices required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law.Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.
Use of the application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the United States to become a Booster. If you do not meet these criteria, you may not register to become a Booster.
Capitalized terms are defined as set forth below or elsewhere in the Agreement.
1.1 “services” means the services described in a boost.gg request for services by a Booster to a boost.gg Customer.
1.2 “boost.gg request” means a notice provided, through the application, to one or more Boosters, which includes a description of the services to be provided by the Boosters, the time by which the boost.gg request must be completed (the “boost.gg Completion Date”) and the fee associated with the boost.gg request (the “Payment”). An open request is a request for services that has not yet been accepted by a Booster (“Open request”). Boosters can use the application to review open requests and to indicate their availability for open requests. Once a Booster has accepted a boost.gg request pursuant to Section 2, the boost.gg request will become a “boost.gg arrangement”. Each boost.gg arrangement constitutes a new contract between boost.gg and the Booster, and between the Booster and requestor.
1.3 “boost.gg website” or “application” means the software application used by boost.gg in connection with the services.
2.1 Background Checks and Privacy Information. As part of your initial registration with boost.gg, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the boost.gg website to view and accept boost.gg requests. You further agree to complete any ongoing background checks as may be required by boost.gg or a Customer. Failure to complete the initial or ongoing background check processes may result in inability to accept boost.gg requests and/or removal from the boost.gg Platform. Please note that in order to run your background check, boost.gg will ask for your social security number during the onboarding process. We may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account.
2.2 Best Efforts. By registering to become a Booster and accepting an open request, you agree to use your best efforts to perform the boost.gg arrangement such that the services meet the requirements and specifications of the Customer, for whom the open request was created. Once a Booster has accepted a boost.gg request, the open request will no longer be available for performance by other Boosters who received the open request. By accepting an open request, you are entering into a binding legal agreement to provide the services for the Payment specified in the open request. Do not accept an open request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the services identified in the open request; (3) you can deliver the services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the open request in accordance with the Customer requirements.
3. INDEPENDENT CONTRACTOR RELATIONSHIP
Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between boost.gg and you or between the Customer and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving boost.gg that is inconsistent with your being an independent contractor (and not an employee) of boost.gg. You are not the agent of boost.gg or the Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of boost.gg or the Customer.
As an independent contractor, you are solely responsible for determining which open requests you will choose to accept and how, when and where you will provide the services under this Agreement.
boost.gg does not restrict the Booster’s right to provide services through other parties, including competitors of the boost.gg website; boost.gg expects the individual performing services as a Booster will provide services for other parties;
Booster acknowledges and represents Booster can earn income from other sources; boost.gg does not guarantee the Booster any minimum amount of boost.gg arrangements;
boost.gg does not provide a performance assessment for Boosters, and does not oversee the actual work or instruct the individual as to how the work will be performed, or the method or process the Booster uses to perform services;
boost.gg does not pay a salary or hourly rate but rather facilitates requestor’s payment of the rate set by the requestor;
boost.gg does not terminate the work during the term of this Agreement unless the Booster violates the terms of this Agreement or fails to produce a result that meets the specifications of the Agreement;
boost.gg does not provide training, tools, equipment, benefits, or expense reimbursement to the Booster;
boost.gg does not dictate the time of performance;
boost.gg does not combine its business operations in any way with the Booster’s business, but instead maintains such operations as separate and distinct. Booster shall have no legal authority to enter into contracts on boost.gg’s behalf or otherwise bind boost.gg in any way.
Booster is responsible for obtaining and maintaining any required registration, licenses, or other authorization necessary for the services Booster renders.
3.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that boost.gg, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, boost.gg will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of boost.gg, or any affiliate of boost.gg (“Affiliate”), by the U.S. Internal Revenue service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by boost.gg, its parents, subsidiaries, affiliates or other related entities.
3.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, boost.gg will report the Payments paid to you for services rendered as part of boost.gg arrangements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify boost.gg for the cost of any tax liabilities incurred by boost.gg as a result of your failure to pay all applicable taxes in a timely manner.
3.3 Third Party Payment Processing services. Payment processing services for Boosters are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of service (collectively, the “Stripe services Agreement”). By agreeing to these terms or continuing to operate as a Booster on Booster, you agree to be bound by the Stripe services Agreement, as the same may be modified by Stripe from time to time. As a condition of boost.gg enabling payment processing services through Stripe, you agree to provide boost.gg accurate and complete information about you and your business, and you authorize boost.gg to share it and transaction information related to your use of the payment processing services provided by Stripe.
3.4 On-Demand Independent Contractors Association Membership Enrollment. By agreeing to this Membership Enrollment application, I understand I am agreeing to enroll in the On-Demand Independent Contractors Association (ODICA) and I am also agreeing to abide by the Bylaws of ODICA, as amended from time to time.
Membership in ODICA is non-transferable and only one membership in ODICA is allowed per eligible person. A member may cancel his or her membership within thirty (30) days from the date you join ODICA, by sending a cancellation letter with your name and membership number to Member services. ODICA bylaws are available upon request. Nothing herein creates the relationship of employer-employee between member and ODICA. Members of ODICA have access to certain benefits and/or products offered by ODICA, or sponsored by ODICA, Benefits and/or products are offered at the sole discretion of ODICA, and may vary by availability, vendor or the member’s state of residence. ODICA may change vendors or immediately terminate the benefits and/or products offered without prior notice to members. Termination of membership in ODICA will result in the loss of such benefits and/or products. By signing this form you authorize ODICA to share your information with such third-party vendors on an as needed basis only.
Non-Voting Membership: By signing this form, I understand that I am enrolling as a non-dues-paying member of ODICA with no voting rights. I hereby state that I certify to the best of my knowledge and belief that all information on this form is complete and truthful and I am 18 years of age or older. Membership in ODICA is effective the first day of the month in which the member enrolls.
4.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing arrangements that you receive through boost.gg. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining boost.gg’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to boost.gg’s or any Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Customers) that boost.gg and/or the Customer considers to be confidential or proprietary or which boost.gg has a duty to treat as confidential.
4.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.
4.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to boost.gg’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by boost.gg, or is required by law or court order, provided that you immediately notify boost.gg in writing of such required disclosure and cooperate with boost.gg, at boost.gg’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.
4.4 Removal; Return. Upon boost.gg’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to boost.gg or, if so directed by boost.gg, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to boost.gg in writing that you have fully complied with these obligations.
5. NO CONFLICTS
You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any boost.gg arrangement, or that is otherwise inconsistent with this Agreement or any boost.gg arrangement.
5.1 FAILURE TO COOPERATE. By using this service, you acknowledge that you must cooperate and coordinate to exchange all the necessary account information with us so that the boost may be performed. This information includes (but is not limited to): Account Email, Account Username, Account Password, Multi-Factor Verication Codes. Failure to communicate this information with us will invalidate your boost request. If we cannot begin your boost after a period of 7 days after purchase due to this inability to log in, your boost will be invalidated and the purchase will not be refunded.
6. REPRESENTATIONS AND WARRANTIES
6.1 General. You represent, warrant, and covenant that:
(a) You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);
(b) You will comply with all of the terms of this Agreement;
(c) You will fully conform to the Customer specifications, requirements, and other terms of any boost.gg request that you accept, and the services delivered will be of a professional and workmanlike quality;
(d) You will comply with all applicable laws, rules and regulations in connection with performance of the services under this Agreement;
(e) Any workers that you may employ, engage or otherwise retain to assist with performance of services under this Agreement are properly classified and treated under any applicable laws and will assist with the performance of services in a safe, lawful and workmanlike manner.
6.2. Indemnification. You will indemnify and hold harmless boost.gg and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any boost.gg arrangement, which act or omission gives rise to any claim for damages against you, boost.gg and/or its parents, affiliates, employees or agents. boost.gg specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any boost.gg arrangement.
6.3 Insurance. You acknowledge that you are an independent contractor, not an employee of boost.gg. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by boost.gg to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. boost.gg requires that, as an independent contractor, you maintain workers’ compensation or occupational accident insurance for which you are solely and exclusively responsible for. Specifically, in the event that you are injured while working in the course and scope of an arrangement for boost.gg, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that boost.gg may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a boost.gg arrangement or the services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that boost.gg may have, and that boost.gg is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation. If you do not provide proof of workers’ compensation or occupational accident insurance, you will be charged a Trust and Safety Fee that will be paid towards boost.gg’s supplemental occupational accident insurance. By agreeing to these Terms, you are agreeing to pay this fee.
6.4 Warranty Disclaimer. The application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.
7. LIMITATION OF LIABILITY
IN NO EVENT WILL boost.gg BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. boost.gg’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY boost.gg FOR boost.gg arrangementS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.
SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
8. TERM & TERMINATION
8.1 Term; Termination by boost.gg. This Agreement is for a term of 60 days, and is automatically and continuously renewed for additional 60-day terms with continued use. In the event more than 60 days passes without the Booster using the boost.gg website, then the Booster’s next use constitutes a renewal of this Agreement. boost.gg reserves the right to terminate your access to the application if you have not accepted a boost.gg arrangement in the previous twelve calendar months, if you materially breach the Agreement or any boost.gg arrangement, if you violate the law in connection with your use of the application (or in connection with the performance of the services) or if you have otherwise engage in conduct in using the application that boost.gg, in its sole discretion, believes in good faith to be detrimental to its business interests.
8.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.
9. GENERAL PROVISIONS
9.1 Law. Except for the “Mandatory Binding Individual Arbitration And Class Action Waiver” below, which is governed by the Federal Arbitration Act, this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of in which the Booster resides regardless of your country of origin or where you access boost.gg, and notwithstanding any conflicts of law principles.
9.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”). The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, claims based on a joint employment or misclassification theory, and all other federal or state legal claims arising out of or relating to Contractor’s relationship or the termination of that relationship with the Company. The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.
The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. However, as stated in the “Class Action Waiver” below, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”
This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress. This Arbitration Agreement also does not apply to Private Attorney General Action claims under California law, which may only be brought in a court of law—not in arbitration.
(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to us at email@example.com.
(b) Class Action Waiver. The Company and Contractor mutually agree that by entering into this Arbitration Agreement , both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below, 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. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(c) Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.
(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.
(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
(8) Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.
(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act.
(f) The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking firstname.lastname@example.org to provide a copy.
(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except In addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement. 9.3 Modifications to application. boost.gg reserves the right at any time to modify or discontinue, temporarily or permanently, the application or the service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9 (“General Provisions”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the application or the service. You agree that boost.gg shall not be liable to you or to any third party for any modification, suspension or discontinuance of the application or the services.
Governing Law and Venue. The services Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State as set forth in the Arbitration provision above, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Customer and Booster hereby expressly consents to the personal jurisdiction and venue in the state and federal courts or the county in which Customer’s principal place of business is located solely in the event of any lawsuit filed there against Booster by Customer or by Frontline arising from or related to Frontline Payroll services and/or this services Agreement.
Severability. If any provision of the services Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the services Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
No Assignment. The services Agreement, and the party’s rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by either party without the other’s prior written consent, and any attempted Job, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of the services Agreement will be binding upon assignees. Notwithstanding the foregoing, Customer may, without the consent of Booster, assign any rights and obligations under the Payroll.
Waiver. Any waiver or failure to enforce any provision of the services Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
Execution and Delivery; Binding Effect. The parties will evidence execution and delivery of the services Agreement with the intention of becoming legally bound, by using Frontline Payroll services provided by the application.