Uptime Crew Service Provider Agreement

This Uptime Crew Service Provider Agreement (“Agreement”) sets forth the terms and conditions for you (“You”, “Your”, or “Service Provider”), a customer of Uptime Crew, the Platform provides Service Provider the opportunity to procure leads via the Platform to provide SP Services to Users of the Platform. (“Platform” as defined in the User Agreement TOS). This is an Agreement made between you and Uptime Group, Inc. dba as Uptime Crew (“Uptime Crew”) the provider of the Platform. You must agree to this Agreement and the Uptime Crew User Terms of Use. Where no definitions are given in this Agreement, please refer to the Uptime Crew User Terms of Use (“TOS”). Where the Uptime Crew Terms of Use and this Agreement directly conflict, this Agreement shall control. You acknowledge and agree that Uptime Crew is merely providing a technology Platform that allows you to connect with Users. Uptime Crew does not control your provision of the SP Services or provide any employment services for Service Providers, Uptime Crew does not recommend, endorse, or otherwise refer any Users to Service Provider. Please read all portions of this Agreement carefully.

In order for Service Providers to offer SP Services you must create a Service Provider account. You must fully complete the registration process by providing us with your current, complete, truthful, and accurate information as prompted by the applicable registration form and you must be 18 years of age or older to create a Service Provider account. Where required, Uptime Crew may also assign you a username and password. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to notify Uptime Crew immediately of any unauthorized use of your account or any other breach of security. You may be offered various Service Provider account options and you are solely responsible for selecting the proper account type. Uptime Crew will not be liable for any losses you incur as a result of someone else using your password or account, either with or without your knowledge. If you are agreeing to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to all material terms of this Agreement. You could be held liable for losses incurred by Uptime Crew or another party due to someone else using your account or password. You may not use anyone else's account at any time. Service Providers may only register for one account per person, company, or legal entity. Uptime Crew has the sole discretion in granting or denying any accounts.

Service Provider providing any SP Services represents and warrants the following: (1) Service Provider a customer of Uptime Crew and independently contracts services with Users and is willing to undertake all SP Services without direction or support from Uptime Crew; (2) Service Provider shall provide all materials and expenses related to the provision of any SP Services to a User; (3) the SP Services offered do not violate any US state or federal laws or any third party agreements; (4) Service Provider is duly licensed and insured to provide the SP Services and shall perform the SP Services in a professional and diligent manner in accordance with industry best practices and standards for similar services; (5) Service Provider is customarily engaged in an independently established trade, occupation, profession and/or business offering the SP Services to the general public and/or maintains a principal place of business in connection with Service Provider’s trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes; and (6) Service Provider will in good faith abide by this Agreement and all other laws, rules, or regulations regarding the SP Services offered on the Platform.

At all times while this Agreement is in effect, Service Provider shall be free from control and direction in the performance of the SP Services. Uptime Crew shall not control or have any right to control the manner or means by which Service Provider performs the SP Services, including but not limited to the time and place Service Provider performs the SP Services, any selection of Users, the tools and materials used by Service Provider to complete the SP Services, third parties hired by Service Provider to assist in the SP Services (if any), or the manner in which Service Provider completes the SP Services. Uptime Crew will not and has no right to, under any circumstances, inspect Service Provider's work for quality purposes. Those provisions of the Agreement reserving ultimate authority in Uptime Crew have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations.

As a Service Provider You may offer any SP Services as permitted by the Platform. The Uptime Crew Platform constitutes a lead generation, communications, and scheduling platform for Users seeking SP Services and for Service Providers who seek to provide any SP Services to Users. You understand that we do not direct, employ, or control You as a Service Provider offering any SP Services. We merely make this Platform available so that You may schedule and collect payment for any Users wishing to use Your SP Services by hiring You for an Appointment or creating a Listing (defined below). SERVICE PROVIDER ACKNOWLEDGES THAT UPTIME CREW IS MERELY A PLATFORM AND DOES NOT RECOMMEND OR ENDORSE ANY USERS. Please be aware that we are not required to host, display, migrate, or distribute any materials related to Your SP Services including any User Content and we may refuse to accept or transmit any User Content submitted by a Service Provider or any information relating to the SP Services. You agree that You are solely responsible for the SP Services and release us from any liability associated with any SP Services submitted. Any SP Services found to be in violation of this Agreement, the TOS, or that we determine to be harmful to the Platform may be modified or removed at our discretion. You must abide by all portions of this Agreement and the TOS when using our Platform. The manner and means of performing the SP Services will be determined and controlled solely by You, the Service Provider, which is engaged by User as an independent contractor.  

In order to submit any User Content as defined by the Uptime Crew TOS, Service Provider must abide by all provisions set forth in the Uptime Crew TOS. Additionally Service Provider represents and warrants the following: (1) Service Provider owns or has properly licensed all User Content provided; (2) the User Content does not and will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; (3) the User Content offered does not violate any US state or federal laws or any third party agreements; (4) Service Provider has the sole, exclusive and unencumbered ownership of all rights of every kind and character throughout the universe in and to the User Content and has clear title to any other subsidiary materials contained in the User Content; (5) Service Provider has the absolute right to grant to Uptime Crew, all rights, licenses and privileges granted to or vested in Uptime Crew under this Agreement or the TOS; (6) Service Provider has obtained all clearances and paid all monies necessary for Uptime Crew to exercise the license granted herein and there will not be any other rights to be cleared or any payments required to be made by Uptime Crew as a result of any use of the User Content; and (7) All of the individuals and entities connected with the production of the User Content, and all of the individuals and entities whose names, voices, photographs, likenesses, appearance, works, services and other materials appear or have been used in the User Content, have authorized and approved Service Provider’s use thereof, and Uptime Crew shall have the right to use all names, voices, photographs, likenesses, appearance and performances contained in the User Content in connection with the exploitation, promotion, and use of the license granted within the TOS.

Before receiving access to the Platform, Service Provider may be required to submit to and pass a background check through Uptime Crew’s third party background check provider. After receiving access to the Platform, Uptime Crew may conduct additional background checks on Service Provider through Uptime Crew’s background check provider. Uptime Crew has no obligation to perform any background checks but reserves the right to at its sole discretion. Uptime Crew shall have no liability to Service Provider for any background checks conducted or omitted; however, where a background check is used, Uptime Crew shall conduct the background checks in accordance with applicable law. Service Provider understands that by using the Uptime Crew Platform, Service Provider will be introduced to third parties in relation to whom Uptime Crew has not conducted any background or reference checking, that may be potentially dangerous, and that Service Provider uses the Uptime Crew Platform at its own risk.

A User may select SP Services which may be displayed on the Platform as listings with relevant information that Service Provider has provided (the “Listing(s)”). Listings may contain additional information such as location, SP Services offered, pricing and other information (collectively “Listing Details”). A User may select Service Provider’s Listing by creating an Appointment through the Platform. Where a User requests an Appointment and books Service Provider’s Listing, the Service Provider shall have the opportunity to review the Appointment request and the associated details through the Platform. Service Provider is free to accept or reject any Appointments requested by a User through Service Provider’s Listing. Once Service Provider accepts an Appointment, the parties may communicate regarding any and all remaining Listing Details or other SP Services details. The User and Service Provider are solely responsible for negotiating any and all Appointment details and terms. Once the Appointment including any SP Services have been negotiated by User and Service Provider and the Service Provider accepts the Appointment, the Platform will confirm the Appointment. Once an Appointment has been booked, a contract is formed directly between the User and Service Provider for Service Provider to offer and perform the SP Services as agreed upon with any Appointment, Uptime Crew is not a party to any contract created between Service Provider and User.

You acknowledge and agree that Your provision of the SP Services to Users creates a direct contractual relationship solely between You and the User. Uptime Crew is not responsible or liable for the actions or inactions of a User in relation to You, Your activities, or any SP Services provided. Uptime Crew is not a party to any contracts entered between You and any Users for any Appointments or SP Services. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the SP Services while undertaking any SP Services. Service Provider acknowledges and agrees that You are solely responsible for taking any and all precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Uptime Crew may release Your contact information to User(s) in order for Service Provider to provide the SP Services and/or for insurance purposes upon such User’s reasonable request. Any disputes between Service Provider and User shall be solely resolved between the parties and Uptime Crew shall not be a party to any such disputes.

Service Provider understands that in performing the SP Services, Service Provider may receive certain private and/or confidential information regarding Uptime Crew Users including but not limited to telephone, address, and other contact information. Except where compelled by a judicial authority or law enforcement having jurisdiction, or upon written consent by the User, Service Provider agrees that he or she shall not publish, disseminate or disclose, for any purposes, the confidential and private information regarding any Users, including addresses, telephone numbers and/or financial information. Service Provider further agrees not to engage in any activity which violates the privacy of any User, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of a User, without the User’s permission.

It is the Service Provider’s sole responsibility to maintain in full force and effect adequate workers' compensation or, if permitted by law, occupational accident insurance, unemployment, liability, and other forms of insurance, with policy limits sufficient to protect and indemnify Uptime Crew and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service Provider or Service Provider's assistants, agents, contractors, servants, or employees. Uptime Crew may at its discretion maintain during the term of this Agreement insurance related to your provision of the SP Services as determined solely by Uptime Crew, provided that Company is not required to provide Service Provider with any specific insurance coverage for any specific losses. Where any insurance is provided and where necessary, you must promptly notify us of any issues that occur and provide us with any necessary information to process any such insurance claim, failure to do so may invalidate any permissive coverage offered.

We may terminate or suspend your account if we determine that: (1) you have violated any applicable laws while using our Platform; (2) If you have violated this Agreement or any other of our Platform policies; (3) if we believe your actions while using the Platform have harmed or will harm a third party, (4) where you have failed consistently perform any SP Services in a satisfactory manner as reported by Users; or (5) if we believe that any of your actions may harm Uptime Crew, at our sole decision or discretion. In the event of termination, we will strive to provide you with a timely explanation; however, we are not required to do so. As a Service Provider if you wish to terminate your Service Provider account please notify us or use your account dashboard to terminate the account. Please be aware that once your account is terminated, all access and information including SP Services in your existing account may become immediately inaccessible or deleted, where this occurs we shall have no liability to you. Failure to terminate your account for any reason does not act as a waiver of your conduct. Upon termination, all portions of this Agreement shall survive in accordance with the survival provisions of this Agreement. Upon termination of this Agreement for any reason, Service Provider shall complete any outstanding SP Services previously booked on the Platform and Uptime Crew shall pay Service Provider for all previously booked and properly provided SP Services in accordance with the payment provisions.

Service Provider acknowledges and agrees that the Service Provider fee (“SP Fee”) is the only payment You will receive in connection with the provision of SP Services for any Appointments through your Listing. Where any SP Fees are agreed upon but where Service Provider requires additional payment to facilitate any additional SP Services, Service Provider and User may negotiate an increase in any SP Fees based on any additional services offered or based on the Appointment information. Upon agreement, Service Provider and User shall update the information related to the scheduled SP Fees collected by Uptime Crew and any additional SP Fees shall be exclusively charged through the Platform.

Service Provider agrees that Uptime Crew cannot compel any Users to make payments and as such Uptime Crew shall not be responsible for any unpaid or partial payments made by Users. Both the Service Providers and Uptime Crew agree that no agency relationship is formed between Uptime Crew and Service Provider in the collection of any SP Fees.

Once payment for any SP Services has been received and the SP Services have been provided to User, Uptime Crew shall hold such payments for a reasonable period of time. Service Provider must complete the SP Services before payments shall be released to the Service Provider’s account. After such time period, Service Provider shall be issued payment, by our third party payment processor, in the method provided for by Uptime Crew within a reasonable time period after the SP Services are provided and where such SP Fees are requested from Service provider. Where a third party processor issues payment for Uptime Crew, Service Provider must agree to that third party processor’s payment policies before any payments may be rendered. Service Provider is solely responsible for ensuring that any payment methods to receive any SP Fees are properly configured. Uptime Crew shall not be responsible for verifying Service Provider’s payment method or failure by any third party payment processor to deliver any SP Fees to Service Provider. Uptime Crew shall deduct a service fee, processing fees, taxes and other deductions (“Uptime Crew Fee”) as necessary from all payments made to Service Provider. More information regarding the Uptime Crew Fee can be found in the Service Provider’s account dashboard or contact contactus@uptimecrew.net . Uptime Crew reserves the right to change and alter any Uptime Crew Fees at any time, if Uptime Crew alters such Uptime Crew Fee it may contact Service Provider and provide notice before any such increase in Uptime Crew Fees are initiated. In the event of a dispute between Service Provider and Uptime Crew or Service Provider and a third party, Service Provider agrees that Uptime Crew may withhold all funds until such dispute is resolved.

• Where a User cancels a confirmed Appointment booking for any SP Services, Uptime Crew will refund the amount of fees collected to the User in accordance with the Uptime Crew TOS. Where You cancel any scheduled SP Services, Uptime Crew will provide the User a full refund of the SP Fees within a commercially reasonable time of the cancellation. Where either Uptime Crew or a User cancels any scheduled SP Services, you agree that Uptime Crew will have no liability to you aside from the obligations to remit refunds outstanding pursuant to this Agreement. Where a refund to a User is required in accordance with this Agreement, and where Service Provider has been already paid, You agree that Uptime Crew will be entitled to recover the amount of any such refund from You, including by subtracting such refund amount out from any future SP Fees due to you. Where there is an unresolved issue with a User, Service Provider agrees that we may charge its payment method on file or withhold future payments for such unresolved issues.

Uptime Crew from time to time may offset, change, remove, or withhold any amounts within a Service Provider’s account or otherwise adjust any amounts held (collectively “Account Adjustment”), at its discretion and without notice. Service Provider authorizes Uptime Crew’s ability to make any Account Adjustments to its account as necessary to provide the payment services to Service Provider. Such Account Adjustments may be made due to a chargeback, reversal, or a request for a refund from a User. Where such Account Adjustment requires SP Fees to be credited back to Service Provider’s account, Uptime Crew shall only credit to Service Provider such SP Fees where an Account Adjustment was made solely due to an act, error, or omission of Uptime Crew. Uptime Crew shall not be liable for any other return of SP Fees where an Account Adjustment occurs and such SP Fees shall only be credited at Uptime Crew’s discretion.

In order for Uptime Crew to comply with US tax laws, Service Providers may be required to submit W-9 forms, 1099 forms, or other tax documents. Service Provider agrees to comply with any requests to submit any tax documentation, as requested by Uptime Crew and shall reasonably assist Uptime Crew with any requests related to its tax compliance. Service Provider agrees that Uptime Crew cannot and will not provide Service Provider with any tax advice, any such questions should be directed to Service Provider’s tax attorney or other tax professional.

• From time to time, Uptime Crew may place a hold (“Hold”) on a Service Provider’s account. Some of the reasons that we may place a Hold on Service Provider’s account include but are not limited to the following: (1) if we have reason to believe that your SP Services or your actions have violated this Agreement, may harm our business, are deceptive, misleading, unlawful, or have harmed a third party or interfere with a third party contractual right; (2) at the request of our payment processors; or (3) if required in order to comply with a court order, subpoena, writ, injunction, or as otherwise required under applicable laws and regulations. If you have questions about a Hold we may have placed on your account, or need information about how to resolve the Hold, please contact us. Additionally, we may suspend Service Provider’s access to the Platform or the offering of any SP Services while such Hold is in place.

• Where Service Provider has not accessed its profile for an extended period of time, Uptime Crew may suspend, make inactive, or otherwise archive Service Provider’s account (“Inactive Account”). If Service Provider wishes to reactivate the Inactive Account they must contact Uptime Crew at contactus@uptimecrew.net .

Where a Service Provider has an Inactive Account, Uptime Crew may maintain the account at its discretion. However, any Inactive Accounts may be removed or deleted at the sole discretion of Uptime Crew. Where Service Provider has an Inactive Account, Uptime Crew shall have no liability to Service Provider in relation to any loss of materials from such Inactive Account and shall have no duty to maintain any Inactive Account.

• Notwithstanding any other provision of this Agreement, the Arbitration provisions or any associated rules or the, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Disputes (defined below), the class, collective, and/or representative action on such Disputes must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

• Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) You and Uptime Crew agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both You and Uptime Crew agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether You have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the arbitration section or the associated rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on any arbitration provisions or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the arbitration provisions; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Disputes to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Disputes, the parties agree that litigation of those Disputes shall be stayed pending the outcome of any individual Disputes in arbitration.

This Agreement and any dispute arising out of or in connection with this Agreement (“Dispute”) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of the state of Indiana, without giving effect to conflict of laws principles thereof.

Binding Arbitration

• You agree that any dispute relating in any way to your use of the Platform shall be submitted to confidential binding arbitration.  If there is a dispute about whether this arbitration provision can be enforced or applies to the Dispute, You and Uptime Crew agree that the arbitrator will decide that issue. However, any claim that all or part of this Class Action Waiver and/or PAGA Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

Arbitration under this Agreement is under the Federal Arbitration Act which governs the interpretation and enforcement of this provision. The arbitration will be administered by JAMS Arbitration in accordance with their commercial rules (the “Rules”) then in effect, except as modified here. Arbitration shall be conducted by one (1) arbitrator as selected pursuant to the Rules; the arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. The location of the arbitration shall be Indianapolis, IN. Where a Dispute does not exceed $15,000 such Dispute shall be arbitrated solely via pleadings and documents. Each party shall be responsible for their own arbitration fees and costs. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Platform or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned. Each party shall be responsible for their own costs. In the event that the law does not permit the abovementioned dispute to be resolved through arbitration, you agree that any actions shall be brought solely in a court of competent jurisdiction located within or otherwise nearest to Marion County, IN.

Opt-Out

Service Provider has the right to opt out of binding arbitration within thirty (30) days of the date You first accepted this Agreement by notifying us via mail at 9201 Washington Blvd, Indianapolis, IN 46240. In order to be effective, the opt out notice must include Your full name, any account information, and must clearly indicate Your intent to opt out of binding arbitration. If You have decided to opt-out of Binding Arbitration, all Disputes shall be heard in a court of competent jurisdiction located within Marion County, IN.

Exceptions to Arbitration

Service Provider agrees that all Disputes shall be arbitrated, except for as provided above and as follows: (i) Any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) Any claim seeking emergency injunctive relief based on exigent circumstances such as, imminent danger or commission of a crime. Such claims shall be brought before a judicial proceeding in a court of competent jurisdiction located within Marion County, IN. In any court proceeding both parties waive the right to seek a jury trial.

You agree to release, defend, indemnify, and hold Uptime Crew and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (1) Your breach of this Agreement, (2) Your improper use of the Uptime Crew Platform or any services provided, (3) Your interaction with any User, Service Provider, or other third party including without limitation any injuries, losses or damages of any kind arising in connection with or as a result of such interaction, (4) Your breach of any laws, regulations or third party rights. You agree that this indemnity extends to requiring You to pay for our reasonable attorneys’ fees, court costs, and disbursements. In the event of a claim such as one described in this paragraph, we may elect to choose counsel and settle with the party/parties making the claim and You shall be liable for the damages as though we had proceeded with a trial.

Service Provider is solely responsible for any costs or expenses incurred by Service Provider in connection with the operation of Service Provider’s principal place of business and the performance of the SP Services, and in no event shall Uptime Crew reimburse, or be required to reimburse, Service Provider for any tools, materials, costs or expenses used in connection with the SP Services. Service Provider shall furnish and maintain, at Service Provider's own expense, the tools, equipment, supplies, and other materials used to perform the SP Services. Service Provider, at Service Provider's sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the SP Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials. At Service Provider's request, Uptime Crew may offer to Service Provider certain equipment, supplies, and materials for purchase. Service Provider is not required to purchase any equipment, tools, supplies, or materials from Uptime Crew at any time.

All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation of liability, disclaimer, indemnification, payment provisions, arbitration, PAGA and class action waivers, and ownership provisions.

In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.

• If two or more provisions of this Agreement or any other agreement You may have with Uptime Crew are deemed to conflict with each other’s operation, You agree that Uptime Crew shall have the sole right to elect which provision remains in force.

• You may not assign Your rights and/or obligations under this Agreement to any other party without our prior written consent. We may assign our rights and/or obligations under this Agreement to any other party at our discretion.

We may amend this Agreement from time to time. When we amend this Agreement, we will update this page and indicate the date that it was last modified or we may email You. You may refuse to agree to the amendments, but if You do, You must immediately cease using our Platform. Section 1-32 shall survive any termination of this Agreement.

We reserve all rights permitted to us under this Agreement as well as under the provisions of any applicable law. Our non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as our waiver of the right to enforce that same provision under the same or different circumstances at any time in the future.

Uptime Crew will not be liable or responsible for any delays in service, for failing to provide any services or to operate the Platform as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, labor disruptions, strikes, contagion, lockouts, freight embargoes, terrorism, natural disaster, war or acts of God.

Except as expressly provided for otherwise, this Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service Provider and Uptime Crew. Service Provider has no authority (and shall not hold himself or herself out as having authority) to bind Uptime Crew and Service Provider shall not make any agreements or representations on Uptime Crew's behalf without Uptime Crew's prior written consent. Service Provider understands that Service Provider will not be eligible to participate in any benefit plans offered to Uptime Crew's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by Uptime Crew to its employees. Uptime Crew will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Service Provider's behalf. Service Provider shall be responsible for, and shall indemnify and hold Uptime Crew harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.