Contractor Agreement

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“The Contractor”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and URMOVE LLC (“UrMove”). The Contractor may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services (“UrMove Services”).

1. The Parties

UrMove is a company that provides an online platform using web-based technology that connects moving companies with Clients. UrMove permits clients to book local moving services across the United States. Once a booking is complete, UrMove notifies Contractors about the moving service they will be providing and UrMove software facilitates the process. UrMove is not a moving company.

The Contractor is an independent provider of moving services, authorized to conduct the services contemplated by this Agreement in the geographic locations in which The Contractor operates. The Contractor possesses all equipment, personnel, licenses, and insurance necessary to perform the services contemplated by this Agreement in accordance with applicable laws. The Contractor will provide at least a 16ft box truck for Studio/1 Bedroom move, at least a 20 ft box truck for 2 bedroom move, and at least a 24 ft truck for 3/4 bedroom move. The Contractor desires to enter into this Agreement for the right to perform moving services made available through UrMove’s platform. The Contractor understands and expressly agrees that they are not an employee of UrMove or other business or consumer and that they are providing moving services on behalf of themself and their business, not on behalf of UrMove. The Contractor understands they have the sole right to control the manner in which moving services are performed and completed, given that they operate under FMSCA (Federal Motor Carrier Safety Administration) standards and UrMove requirements.

This agreement governs the relationship between UrMove and The Contractor and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, The Contractor shall have the right and obligation to perform the “Services” as defined herein. The Contractor acknowledges that nothing in this Agreement shall guarantee The Contractor any particular volume of business for any particular time period.

The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.

UrMove shall report all payments made to The Contractor on a calendar year basis using an appropriate IRS Form 1099 if the volume of payments to The Contractor qualifies. The Contractor agrees to report all such payments and any cash gratuities to the appropriate federal, state, and local taxing authorities.

In consideration of the above, as well as the mutual promises described herein, UrMove and The Contractor agree as follows:

2. Services Provided

From time to time UrMove platform will provide The Contractor with opportunities for moving services, The Contractor agrees to provide moving services to the Client in a timely manner following the recommendations, ensuring that the service is performed safely. The Contractor has to perform any “Moving Service” (as that term is defined herein) offered by UrMove unless UrMove agrees with The Contractor that the conditions can be defined as unworkable. The definition of “unworkable” is subjective and relates to the amount of dust, dirt, filth, grime, etc., and is never related to the number of belongings the Client has, in such cases, we hope for good-faith based solutions. Cases will be solved on a one at a time basis, The Contractor agrees that UrMove keeps the right to make a final decision on the case. The Contractor acknowledges that in the case of cancelation due to the “unworkable” conditions, The Contractor will not receive any payment from the Client and UrMove and may incur penalties if UrMove disagrees with The Contractor.

The Contractor acknowledges that any work performed under this Agreement must be in accordance with the latest UrMove standards and the latest FMCSA (Federal Motor Carrier Safety Association) requirements and certifies the ability to do so. The Contractor understands the responsibility if services are not performed in a lawful way.

The Contractor acknowledges that The Contractor is engaged in The Contractor’s own business, separate and apart from UrMove’s business, which is to provide an online platform using web-based technology that connects Contractors and Clients.

The Contractor authorizes UrMove, during the course of a Contracted Service, to communicate with Clients, and/or property management companies or other businesses to assist The Contractor, or facilitate direct communication between The Contractor and the Client, in facilitating moving processes.

3. Contractor’s Responsibilities

The Contractor represents that they operate an independently established enterprise that provides moving and other services and that they satisfy all legal requirements and have all necessary licenses, insurances, and permits necessary to perform any services contemplated by this Agreement. As an independent contractor/enterprise, The Contractor shall be solely responsible for determining how to operate their business and how to perform the Contracted Services.

The Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. The Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services.

4. Location

The primary location for UrMove Services completed by The Contractor is but is not limited to, 50 miles from The Contractor’s address.

5. Commencement Date

The Contractor shall be permitted to begin the Contracted Services once The Contractor submits Insurance and UrMove approves the Contractor.

6. Payment Amount

The Contractor will receive payment per accurate Contracted Service completed in an amount consistent with the provided pay model (unless disputes between The Contractor and The Client arise):

The Contractor sets an hourly rate. UrMove collects a $200 deposit from the Client and retains it (The deposit is deducted in the end). The Contractor’s pay is:

(Total Hours Worked multiplied by Hourly Rate Set By The Contractor) minus The Deposit plus Packing Fee (if relevant) minus the Stripe Fee (if the Client pays with a card).

Example: The Contractor performed a 5,5-hour moving service at a $150/hour rate with a packing fee of $50, and the Client is paying with Card. The pay is: (5,5 x $150) - $200 + $50 - ($19.575 - $.3*) = $655.125. Same service without packing fee and Client pays with cash. The pay is: (5,5 x $150) - $200 = $625.

*At the moment the contract is written, Stripe Fee is 30 cents + 2.9%, which in the example equals $19.875. UrMove is not responsible for any changes in Stripe Fees. For more information, please visit https://stripe.com/pricing .

If the payment by the Client is made via Credit Card to UrMove, payment to The Contractor shall be made immediately upon charge completion to the satisfaction of the Contractor. UrMove platform has its own marketplace where UrMove shall not be responsible for any Hourly Rates.

UrMove platform has its own marketplace where UrMove shall not be responsible for any Hourly Rates.

UrMove uses Stripe as online credit card software that permits clients to add a gratuity. The Contractor accepts Stripe’s Terms and Conditions and Stripe’s Privacy Policy by accepting this agreement. To learn more about them, please visit https://stripe.com/legal.

If the Client or other responsible party delays making any payment to UrMove, from which payment to The Contractor is to be made, UrMove and its sureties shall have a reasonable time to make payment to The Contractor. “Reasonable time” shall be determined in relation to relevant circumstances, but shall in no event be less time than required for UrMove, UrMove’s sureties, and The Contractor to pursue a conclusion to their legal remedies against the Client or other responsible party to obtain payment.

7. Claims

If the Client asserts a claim which involves, in whole or in part, damages done by The Contractor or another person for whom a claim may be submitted, UrMove shall act as an intermediate and present the Client’s claim to The Contractor or other responsible party provided the Client provided UrMove with supporting evidence in a timely manner. The Contractor shall cooperate fully with UrMove in any and all steps UrMove takes in connection with prosecuting such a claim and reimburse the UrMove for all expenses, including legal expenses, incurred by the UrMove which arises out of the UrMove’s submission of the Client’s claims to The Contractor or other responsible parties. The Contractor shall be bound by any adjudication or award in any action or proceeding resolving such a claim.

UrMove would act as intermediate only if a claim by the Client was submitted within ten days after the move date. Otherwise, according to FMSCA standards, Clients have 9 months to submit any claims to the Contractor.

8. Insurance

The Contractor agrees, as a condition of doing business with UrMove, that during the term of this Agreement, The Contractor will maintain insurance, in amounts and of types required by law to provide the Contracted Services, at their own expense. The Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of The Contractor's right to provide Moving Services via UrMove’s platform.

The Contractor agrees to deliver to UrMove, upon request, current certificates of insurance as proof of coverage. The Contractor agrees to provide updated certificates each time The Contractor purchases, renews or alters the Contractor's insurance coverage. The Contractor agrees to give UrMove at least thirty 30 days' prior written notice before cancellation of any insurance policy required by this Agreement.

The Contractor acknowledges that The Contractor is required to provide basic insurance to The Client which is, in accordance with FMCSA standards, 60 cents per pound. The Contractor also agrees to provide The Client Full Value Protection insurance option upon the Clients request. As an independently operated enterprise, The Contractor is to determine the right fee for Full Value Protection Insurance and it is solely the Contractor’s decision to offer any other insurance products. The insurance fee will not be included in UrMove’s total.

Workers' Compensation/Occupational Accident Insurance: The Contractor agrees that The Contractor will maintain sufficient insurance to cover any risks or claims arising out of or related to The Contractor’s relationship with UrMove, including workers’ compensation insurance where required by law. The Contractor acknowledges and understands that The Contractor will not be eligible for workers’ compensation benefits through UrMove and is instead responsible for maintaining The Contractor’s own workers’ compensation insurance or occupational accident insurance. The Contractor’s maintenance of The Contractor’s own workers’ compensation insurance or occupational accident insurance is The Contractor’s responsibility.

9. Indemnity

UrMove agrees to indemnify, protect and hold harmless The Contractor from any and all claims, demands, damages, suits, losses, liabilities, and causes of action arising directly from Urmove's actions offering and facilitating the Contracted Services to the Contractor.

The Contractor agrees to indemnify, protect and hold harmless UrMove, including all parent, subsidiary, associated, partner and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of The Contractor and/or their Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to The Contractor and/or their Personnel), as well as any liability arising from The Contractor's failure to comply with the terms of this Agreement. The Contractor's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by UrMove or its parent, subsidiary, associated, partner and/or affiliated companies.

The Contractor shall be responsible for, indemnify and hold harmless UrMove, including all parent, subsidiary, associated, partner and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of The Contractor's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

10. Mutual Arbitration Provision

The Contractor and UrMove mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, The Contractor’s classification as an independent contractor, The Contractor’s provision of Contracted Services to Clients or other businesses, the payments received by The Contractor for providing services to Clients, or other businesses, the termination of this Agreement, and all other aspects of The Contractor's relationship with UrMove, 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 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to The Contractor’s relationship or the termination of that relationship with UrMove. The parties expressly agree that this Agreement shall be governed by the FAA even in the event The Contractor and/or UrMove are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which The Contractor operates shall apply.

The Contractor and UrMove agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The Contractor and UrMove, therefore, agree that before either The Contractor or UrMove demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Agreement.

The Contractor agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Contractor’s status as an independent contractor in fact and in law, that The Contractor is not an employee of UrMove or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.

11. Termination

The Contractor may terminate this Agreement upon seven (7) days written notice if The Contractor does not have any moving services to perform in this timeframe. UrMove may terminate this Agreement and deactivate The Contractors account for not following UrMove policies and/or not following FMSCA guidelines The Contractor expressly agrees to, or for a material breach of this Agreement. Notwithstanding any other provision in this Agreement, UrMove reserves the right to modify the Deactivation Policy if, in UrMove’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the UrMove platform. UrMove shall provide notice of any such changes to The Contractor via e-mail. Changes to the Deactivation Policy shall be effective and binding on the parties upon The Contractor’s continued use of the UrMove platform following UrMove’s e-mail notice of such modifications. Nothing will prevent The Contractor from attempting to negotiate an exemption from any modification to the Deactivation Policy.

The Contractor’s and UrMove’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon UrMove’s provision of notice to The Contractor via e-mail.

12. Modification

UrMove may modify this Agreement at any time. When UrMove makes material changes to this Agreement, it will post the revised Agreement on the UrMove Platform and update the “Last Updated” date at the top of the Agreement. UrMove will also provide the Contractor with notice of any material changes before the date the revised Agreement becomes effective. If The Contractor disagrees with the revised Agreement, The Contractor may terminate the Agreement immediately as provided herein. If The Contractor does not terminate the Agreement before the date the revised Agreement becomes effective, The Contractor’s continued access to or use of the UrMove platform will constitute acceptance of the revised Agreement. UrMove may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the UrMove platform after any such changes shall constitute The Contractor’s consent to such changes.

13. Proprietary Rights and Licenses

All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the UrMove platform together with the underlying software code and any and all rights in, or derived from the UrMove platform are proprietary and owned either directly by UrMove and is protected by applicable intellectual property and other laws. The Contractor agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by the use of the UrMove platform to perform the Contracted Service in compliance with the terms of this Agreement. No portion of the UrMove platform may be reproduced in any form or by any means, except as expressly permitted in terms of this Agreement. The Contractor shall not exploit the UrMove platform or any intellectual property rights therein in any unauthorized way whatsoever.

UrMove hereby grants the Contractor a non-exclusive, non-transferable, non-sublicensable, revocable license to use the UrMove platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. UrMove retains all rights, title, and interest in and to the UrMove platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement.

The Contractor acknowledges and agrees that any questions, comments, suggestions, ideas, feedback, or other information provided by The Contractor to UrMove regarding the UrMove platform are provided freely and shall become the sole property of UrMove. UrMove shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to The Contractor.

14. Entire Agreement, Transferability, Waiver

This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed, or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes, or amendments, The Contractor shall have the right to discuss any proposed changes with UrMove and consider whether to continue their contractual relationship with UrMove. This Agreement supersedes any prior contract between the parties. To the extent, UrMove’s consumer-facing Terms and Conditions Agreement (or updated consumer-facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer-facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without the written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that UrMove may assign its rights and obligations under this Agreement to an affiliate of UrMove or any successors to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to UrMove shall be deemed to include such successors.

The failure of UrMove or Contractor in any instance to insist upon strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

15. Force Majeure

Neither party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that party’s reasonable control, including, but not limited to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay, any date stated herein shall be extended by a period of time necessary by both UrMove and The Contractor. If the delay remains in effect for a period of more than thirty (30) days, UrMove has the right to terminate this Agreement upon written notice to The Contractor.

16. Miscellaneous

Severability Clause: Except as specifically provided in Section 9, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Governing Law: Except for the Mutual Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims, shall be the rules of law of the state in which The Contractor performs the services covered by this Agreement.