Last modified: February 21, 2017

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is entered into by and between Cloud Peeps Inc. (“CloudPeeps”), a Delaware Corporation, and contractor (“Peep”) as of the date the Peep accepts this Agreement via the Site (the “Effective Date”). CloudPeeps and the Peep are sometimes referred to collectively herein as the “Parties” and individually as a “Party.” CloudPeeps and Peep agree as follows:

1. BACKGROUND AND INITIAL OBLIGATIONS.

1.1 Use of CloudPeeps’ Site. CloudPeeps and Peep agree to use the CloudPeeps’ Site for services owned by CloudPeeps at the domain and sub-domains of https://www.cloudpeeps.com (the “Site”) for the assignment of, delivery of and payment for Peep’s services under this Agreement. CloudPeeps and Peep specifically incorporate into this Agreement and agree to be bound by the Site’s Terms of Service available at https://www.cloudpeeps.com/terms (“Terms of Service”), as they may be amended from time to time. To the extent there are conflicts between this Agreement and the Terms of Service, this Agreement shall control.

1.2 Identity of Peep. “Peep” is the independent contractor that accepted this Agreement via the Site.

1.3 Services for CloudPeeps’ Client. Peep may use the Site to perform certain services for clients of CloudPeeps (“Client” or “Clients”) as identified by CloudPeeps to Peep. Peep is not an employee of CloudPeeps. CloudPeeps does not perform services with the Peep or otherwise for Clients, other than providing use of the Site. 

2. ENGAGEMENT AND PERFORMANCE OF SERVICES.

2.1 Engagement. CloudPeeps will pay Peep for services on behalf of the Client in accordance with the agreement reached between Peep and Client on the Site. Peep will be responsible for all expenses incurred in performing services under this Agreement.

2.2 Performance. The manner and means that Peep chooses to provide the Services is in the Peep’s sole discretion and control. In performing the Services, Peep agrees to provide and use the Peep’s own equipment, tools, and other materials at the Peep’s own expense.

3. INDEPENDENT CONTRACTOR RELATIONSHIP.

Nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship between CloudPeeps and Peep. 

3.1 No Employment or Agency. Peep (a) is not an employee of CloudPeeps; (b) is not the agent of CloudPeeps; (c) is not authorized to make any representation, contract, or commitment on behalf of CloudPeeps; and (d) will not be entitled to any of the benefits that CloudPeeps makes available to its employees, such as group insurance, stock plans, profit-sharing or retirement benefits. If Peep is reclassified by a state or federal agency or court as CloudPeeps’ employee, Peep will become a reclassified employee and will receive no benefits from CloudPeeps, except those mandated by state or federal law, even if by the terms of CloudPeeps’ benefit plans or programs of CloudPeeps in effect at the time of such reclassification, Peep would otherwise be eligible for such benefits.

3.2 Tax and Regulatory Compliance. Peep is solely responsible for all tax returns and payments required to be filed with or made to any national, federal, state, or local tax authority with respect to Peep’s performance of Services and receipt of fees under this Agreement. If applicable, CloudPeeps will report amounts paid to Peep by filing Form 1099-MISC with the Internal Revenue Service, as required by law. Peep agrees to fill out form W-9 or W8-BEN, as applicable, and as required by CloudPeeps. Peep accepts exclusive liability for complying with all applicable national, federal, state, provincial and local laws, including laws governing self-employed individuals, if applicable, such as laws related to payment of taxes, social security, disability, and other contributions based on fees paid to Peep under this Agreement. If Peep is engaging others to provide services, Peep agrees to obtain appropriate workers’ compensation injury coverage where such coverage is required by law.

4.    COMPETITIVE OR CONFLICTING JOBS.

Peep may enter into other contracts and accept work from other entities during the term of this Agreement, except Peep agrees not to enter into a contract or accept an obligation that is inconsistent or incompatible with Peep’s obligations under this Agreement. Peep warrants that there is no such contract or obligation in effect as of the Effective Date. Peep agrees not to disclose to, deliver to, or induce CloudPeeps to use any confidential information that belongs to anyone other than CloudPeeps or Peep.

5.    INDEMNIFICATION.

Peep will defend, indemnify, and hold harmless CloudPeeps and its affiliates and their directors, officers and employees from and against any and all taxes, damages, liabilities, cost, losses, or expenses, including attorneys’ fees and other legal expenses, arising, directly or indirectly, from or in connection with (i) any allegation that any work product that Peep delivers pursuant to this Agreement infringes upon any intellectual property rights or misappropriates trade secrets; (ii) any negligent, reckless or intentionally wrongful act of Consultant or Consultant’s assistants, employees, contractors or agents; (iii) a determination by a court or agency that Peep is not an independent contractor; (iv) any breach by Peep or Peep’s assistants, employees, contractors or agents of any of the covenants contained in this Agreement; (v) any failure of Peep to perform the Services in accordance with all applicable laws, rules and regulations; or (vi) arising from or related to Peep’s breach of any representation or warranty.

6.    INSURANCE.

Peep, at its sole cost and expense, will maintain appropriate insurance in accordance with industry standards and as required by law.

7.    TERM AND TERMINATION.

The term of this Agreement shall begin on the Effective Date and will continue until terminated by either of the Parties. The following provisions will survive termination of this Agreement for any reason: 3, 5, 9, each  including subsections.

8. GENERAL PROVISIONS.

8.1 Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the jurisdiction in which Peep provides services.

8.2 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this 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.

8.3 No Assignment. This 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 assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement will be binding upon assignees.

8.4 Notices. Each Party must deliver all notices or other communications required or permitted under this Agreement to the other Party by email as follows:

To CloudPeeps: hello@cloudpeeps.com 

To Peep: Last Email address of record provided by Peep to CloudPeeps. 

8.5 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

8.6 Export. Peep agrees not to export, directly or indirectly, any U.S. technical data acquired from CloudPeeps or Client, or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.

9. ARBITRATION.

Peep and CloudPeeps agree and acknowledge that they will utilize final and binding arbitration to resolve all disputes that may arise out of or relate to this Agreement and Peep’s relationship with CloudPeeps, unless applicable law prohibits such disputes from being arbitrated. Both CloudPeeps and Peep agree that any claim, dispute, and/or controversy that either Peep may have against the CloudPeeps (or its owners, directors, officers, managers, employees, and agents ) or CloudPeeps may have against Peep, arising from, related to, or having any relationship or connection whatsoever with Peep’s contract relationship with the CloudPeeps, including the classification of Peep as an independent contractor shall be submitted to and determined exclusively by binding arbitration. The Parties agree that claims must be brought on an individual basis only and not as a class, collective, or representative action unless prohibited by applicable law. This Arbitration Agreement is governed by the Federal Arbitration Act, and Peep acknowledges that this Agreement evidences a transaction in commerce. Included within the scope of this Arbitration Agreement are all disputes, whether based on tort, contract, statute (including, but not limited to, any claims of discrimination and harassment, whether they be based on the Title VII of the Civil Rights Act of 1964, as amended, or any other state or federal law or regulation), equitable law, or otherwise (excluding workers compensation, state disability insurance, California Private Attorney General Act, and unemployment insurance claims). Claims may be brought before an administrative agency but only to the extent applicable law permits access to such an agency, such as the Securities and Exchange Commission, notwithstanding the existence of an agreement to arbitrate. Nothing in this Arbitration Agreement shall be deemed to preclude or excuse a Party from bringing an administrative claim before any agency in order to fulfill the Party's obligation to exhaust administrative remedies before making a claim in arbitration. Disputes that may not be subject to predispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) are excluded from the coverage of this Agreement.

The location of the arbitration proceeding shall be no more than 45 miles from the place where Peep last provided services for CloudPeeps, unless each Party to the arbitration agrees in writing otherwise. If Peep no longer resides in the general geographical vicinity where Peep last provided contract services for CloudPeeps, Peep and CloudPeeps shall agree to a location of the arbitration within 45 miles of where the Peep resides at the time the complaint is filed in the dispute. Claims in arbitration must be brought within the applicable statute of limitations period.

In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator; however, as stated above, there will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective or representative action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement, the preceding sentence shall not be severable from this Agreement in any case in which the dispute to be arbitrated is brought as a class, collective, or representative action.

The arbitrator shall have the immunity of a judicial officer from civil liability when acting in the capacity of an arbitrator, which immunity supplements any other existing immunity. Awards shall include the arbitrator's written reasoned opinion. Peep and CloudPeeps understand and agree to this binding arbitration provision, and both Peep and the CloudPeeps give up their right to trial by jury of any claim Peep or the CloudPeeps may have against each other.

The Parties shall each bear their respective costs for legal representation at any such arbitration, except to the extent attorney’s fees are explicitly provided by law. The Parties shall split any initial administrative fee charged by the Arbitrator, up to a maximum cost to Peep of what the Peep would have had to pay to have filed the complaint in court. The cost of the arbitrator and court reporter, if any, shall initially be borne by the CloudPeeps; however, the Arbitrator shall have the discretion to award appropriate costs to the prevailing party and/or to require the Parties to split the costs associated with the arbitrator and/or court reporter.

 If any term or provision, or portion of this Arbitration Agreement is declared void or unenforceable it shall be severed and the remainder of this Arbitration Agreement shall be enforceable.

10. ELECTRONIC ACCEPTANCE.

The Parties expressly consent and agree this agreement may be electronically signed and accepted, and that the Site’s record of Peep’s acceptance shall be treated, for purposes of validity, enforceability as well as admissibility, the same as written signatures.

PEEP’S ELECTRONIC SIGNATURE BELOW ATTESTS TO THE FACT THAT PEEP HAS READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND TO ALL OF THE ABOVE TERMS OF THE ARBITRATION AGREEMENT, SPECIFICALLY INCLUDING THE CLASS ACTION WAIVER.

THE PARTIES EXPRESSLY CONSENT AND AGREE THIS AGREEMENT MAY BE ELECTRONICALLY SIGNED AND ACCEPTED. THE PARTIES AGREE THAT BY ACCEPTING THIS AGREEMENT VIA THE SITE, PEEP HAS BOUND ITSELF TO THIS AGREEMENT AND CREATED AN AGREEMENT THAT IS ENFORCEABLE AGAINST BOTH PEEP AND CLOUDPEEPS. PEEP AND CLOUDPEEPS FURTHER AGREE THAT THE SITE’S RECORD OF PEEP’S ACCEPTANCE SHALL BE TREATED, FOR PURPOSES OF VALIDITY, ENFORCEABILITY, AND ADMISSIBILITY, THE SAME AS WRITTEN SIGNATURES.

PEEP ACKNOWLEDGES AND AGREES THAT PEEP HAS BEEN GIVEN THE OPPORTUNITY TO OBTAIN INDEPENDENT LEGAL ADVICE WITH RESPECT TO THIS AGREEMENT BEFORE ACCEPTING IT.

11. ENTIRE AGREEMENT.

This Agreement, along with CloudPeeps’ Terms of Service, constitute the final, complete, and exclusive agreement of the Parties with respect to the subject matters hereof and supersedes all prior discussions and agreements between the Parties with respect to such subject matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by Peep and CloudPeeps.

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