%201.png){kind=small}
1. Definitions
For the purposes of this Agreement, the following terms have the meanings set forth below:
1.1 "Affiliated Individual(s)" means all agents, employees, entities, owners, partners, principals, independent contractors, sub-contractors, third party agents, representatives, workers, or other service providers of the INDEPENDENT TECHNICIAN.
1.2 "Ancillary Documents" means the HEAVE INDEPENDENT TECHNICIAN GUIDELINES, the HEAVE privacy statement, the Prime Agreement and any User Terms and Conditions of the HEAVE platform published by HEAVE or its affiliates on its website or in its mobile applications, as amended from time to
time during the term thereof.
1.3 "Business Day" means Monday through Friday exclusive of any federal or state holiday or observation thereof.
1.4 "Confidential Information" means this Agreement, the Ancillary Documents, the HEAVE platform software, and all digital content contained in or used by HEAVE in the HEAVE platform or any of its websites or mobile applications. Confidential information shall also include any data or information
submitted by or pertaining to any participating insurer or participating insured.
1.5 "Customer" means any individual, business, or other legal entity using HEAVE for equipment repair services, preventative maintenance services, or equipment inspection services.
1.6 "Estimate" means a document created by the INDEPENDENT TECHNICIAN after completing an inspection of the equipment for the quantities of materials and labor hours anticipated to complete a job.
1.7 "HEAVE Platform" means the HEAVE website, mobile applications, and software through which HEAVE (i) maintains a network of pre-credentialed service providers offering equipment repair services who seek to connect with Customers who require equipment repair services.
1.8 "Job(s)" means the work subcontracted to and performed by the INDEPENDENT TECHNICIAN as detailed within a Work Order and pertaining to the (i) inspection of equipment; (ii) created of Estimates of repairs for equipment; and, (iii) repair and/or restoration of a Customers' piece of equipment.
1.9 "Minimum Eligibility Criteria" means the minimum standards of conduct and eligibility that an INDEPENDENT TECHNICIAN and its Affiliated Individuals must satisfy during the Term of this Agreement, as set forth in the HEAVE guidelines, which may be updated from time to time by HEAVE pursuant to Section 2.2.
1.10 "Prime Agreement" is the agreement between a Customer and HEAVE detailing the scope of the job and the services to be performed thereunder.
1.11 "User Account" enables the INDEPENDENT TECHNICIAN access to the HEAVE Platform.
1.12 "User" means the INDEPENDENT TECHNICIAN who registers with the HEAVE platform to provide equipment repair services to customers.
1.13 "Work Order" is a record of a Job assignment from HEAVE to the INDEPENDENT TECHNICIAN authorizing the performance of the scope of work stated therein.
2. Incorporation of Ancillary Documents and Modifications
2.1 Incorporation of Ancillary Documents.
This agreement incorporates by reference all Ancillary Documents. The HEAVE Guidelines, the HEAVE Privacy statement, and any Users Terms and Conditions of the HEAVE platform are posted on the Company's website, presently https://www.heaveapp.com. By executing this Agreement, the INDEPENDENT TECHNICIAN acknowledges that it has read each of the documents, that it and any Affiliated Individual understand and agree to conduct themselves in accordance with the terms and conditions of such documents and further agrees to be bound by all of the terms and conditions of this Agreement and the Ancillary documents.
2.2 Modification of Ancillary Documents and Notice.
HEAVE reserves the right, in its sole discretion to, at any time, modify the Ancillary Documents. The INDEPENDENT TECHNICIAN is responsible for monitoring the HEAVE platform, reviewing all notifications posted thereto, and complying with current versions of the Ancillary documents. The "Last Updated" date indicated on each of the Ancillary Documents will indicate when the latest modifications were made. Further, if HEAVE makes material modifications to the terms of any Ancillary document, the INDEPENDENT TECHNICIAN will be provided notice by email at least thirty (30) days before the material modifications become effective. If the INDEPENDENT TECHNICIAN disagrees with with revised terms, this Agreement may be terminated with immediate effect and any User account created will be deactivated. By continuing to participate in the HEAVE Platform after any of the ancillary documents have been modified, the INDEPENDENT TECHNICIAN agrees to be bound by such modifications.
3. Job Performance
3.1 Time is of the Essence.
The INDEPENDENT TECHNICIAN will, at a minimum, perform services set forth within all accepted Work Orders in a timely, workmanlike, and professional manner in accordance with this Agreement, the Ancillary Documents, and any Applicable Laws (defined below).
3.2 Quality of Job Performed.
The INDEPENDENT TECHNICIAN shall at all times provide new materials (unless otherwise specified in the Work Order for a Job). Subject to Sections 3 and 6, after receiving notice (written or verbal) from HEAVE, the INDEPENDENT TECHNICIAN shall, within the reasonable time period specified by HEAVE in its sole discretion, proceed to take down or otherwise remove all portions of the job which HEAVE shall have determined is unsound, improper, or in any way failing to comply with the job or this Agreement and shall replace with new, conforming, and quality services in a manner deemed satisfactory by customer and HEAVE.
3.3 Equipment.
The INDEPENDENT TECHNICIAN will, at its own expense, provide all transportation and provide and maintain all equipment, supplies, tools (including appropriate personal protective equipment "PPE") and other resources (collectively, "Equipment") necessary to fulfill its obligations under the specific job accepted and/or this Agreement. The INDEPENDENT TECHNICIAN will keep equipment in good repair and safe operating condition, maintain equipment according to Manufacturers' recommendations, and use Equipment for its intended purpose.
3.4 Clean Up.
The INDEPENDENT TECHNICIAN shall, at its own expense: (a) keep the Customer's premises free from waste, materials, packaging and other debris accumulated in connection with the services rendered on any Job by collecting and removing such debris on a daily basis or other basis as requested by HEAVE; (b) at the completion of the Job, make the Job area and its immediate vicinity "clean"; and (c) remove all Equipment, tools, surplus materials as directed by the Customer or HEAVE at the job's completion. The INDEPENDENT TECHNICIAN agrees to provide all cleaning and cleanup required under a job to the extent such requirements are not in excess of this Section. If the INDEPENDENT TECHNICIAN fails to commence clean-up duties within twenty-four (24) hours after receiving notice from HEAVE or the customer, HEAVE may implement cleanup measures as necessary or prudent without further notice. The costs associated with the cleanup shall be reimbursed to HEAVE by the TECHNICIAN.
3.5 Environmental Protection.
The INDEPENDENT TECHNICIAN shall be responsible for compliance with all applicable federal, state, and local natural resource and environmental protection requirements, codes and regulations, including without limitation, all Applicable Laws pertaining to hazardous wastes and substances (hereinafter "Hazardous Materials"). In addition, the INDEPENDENT TECHNICIAN shall not provide or allow any of your Affiliated Individuals to supply or deliver any Hazardous Materials to a customer's property, and in the event such occurs, the INDEPENDENT TECHNICIAN shall remove such Hazardous Materials at its sole expense. Further, the INDEPENDENT TECHNICIAN shall immediately notify HEAVE it it or its Affiliated individuals encounter any Hazardous Materials during the performance of the services of the Job at any time.
3.6 Equipment Losses.
The INDEPENDENT TECHNICIAN is solely responsible for the care of, and for all losses that may occur with respect to any actual or alleged physical damage to or loss of, the Customer's equipment arising from or relating to services rendered pursuant to the accepted job.
3.7 Encumbrances.
To the extent permissible under Applicable Laws, the INDEPENDENT TECHNICIAN agrees to waive any and all rights to file or record a lien, claim of lien, stop payment notice, stop notice, security interest, and any other encumbrances against a Customer, and the property of the HEAVE customer ("Encumbrances"). The INDEPENDENT TECHNICIAN shall, at all times, keep the property of the Customer free from Encumbrances filed or recorded by Affiliated individuals or others claiming to be in the chain of privity with the TECHNICIAN in connection with the Job. The TECHNICIAN shall cause the release, dissolution, cancelation or removal of any Encumbrance relating in any way to the Job within five (5) Business days of being made aware of such Encumbrance, irrespective of the validity. Further, HEAVE shall have the right, but not the obligation, to take any and all steps necessary to promptly release such Encumbrances, and the INDEPENDENT TECHNICIAN shall pay to HEAVE or its Customer(s) by reason thereof, the expenses, including legal fees, plus interest at the maximum rate permitted by applicable law, incurred by HEAVE or its Customer(s) as a result of such Encumbrances. The INDEPENDENT TECHNICIAN agrees that HEAVE is entitled to deduct such costs, expenses and legal fees from any sum then due or thereafter becoming due. This paragraph shall survive the termination of this Agreement.
3.8 No Customer Solicitation.
The INDEPENDENT TECHNICIAN and any Affiliated Individuals used on a Job will not offer, solicit, or provide any services, or recommend a third-party for the performance of any Job for a Customer, other than providing the services set forth in the accepted Work Order. The TECHNICIAN and any Affiliated individuals will not use Confidential information (defined below), information about Customers obtained as a result of your activities under this agreement, the applicable work order, or any other information about Customers obtained as a consequence of your fulfillment of obligations under this Agreement, for any purpose other than as necessary to perform the Job. The TECHNICIAN and any Affiliated individuals are expressly prohibited from using Confidential Information to solicit, directly, or indirectly, any business from a Customer or prospective customer. The TECHNICIAN and Affiliated individuals will not use Confidential Information for the purpose of providing products or services that are the same as, similar to, and/or competitive with, services that can be fulfilled by HEAVE. The TECHNICIAN acknowledges and agrees that the restrictions contained in this Section are fair, reasonable, and necessary to protect HEAVE's legitimate business interests, and that the TECHNICIAN accepts a duty to know and remain aware of the services that are fulfilled by HEAVE. The non-solicitation restrictions set forth in this Section will survive for one (1) year upon termination of this Agreement or your deactivation from the HEAVE platform. The TECHNICIAN agrees that immediate, irreparable harm could result to HEAVE and its business if the TECHNICIAN or Affiliated Individuals breach their obligations in this section. Therefore, the TECHNICIAN agrees that HEAVE will be entitled to injunctive or other equitable relief if the TECHNICIAN or Affiliated Individuals breach their obligations under this Section, in addition to any other remedies available at law or equity.
3.9 No Assurance of Jobs.
Nothing in this Agreement shall be construed as a guarantee that the INDEPENDENT TECHNICIAN shall be offered any particular number of Jobs during any particular time period. The INDEPENDENT TECHNICIAN acknowledges that HEAVE makes no assurances whatsoever that it will receive any or a minimum volume of business or revenue, Work Orders, Estimates, Jobs, geographic territory rights or any other type of business opportunities whatsoever from HEAVE. In view of the foregoing, the INDEPENDENT TECHNICIAN acknowledges that any investments or expenditures that it has made or may make upon agreeing to these terms are made it its sole risk.
4. Obligations and Covenants
Throughout the Term, the INDEPENDENT TECHNICIAN shall:
4.1. Comply with all applicable federal, state, county, local laws, statutes, orders, ordinances, regulations, rules, codes (including building and safety codes), permits, and any requirements of the governing authority with jurisdiction over the Job, including court orders (the "Applicable Laws") pertaining to the performance and safety of the Job;
4.2.1 Maintain all necessary licenses, certifications, and permits to perform the repairs, restorations, and services as required by Applicable Laws for all Jobs in which the TECHNICIAN undertakes;
4.2.2 Not request or require Customers to obtain permits unless permissible under Applicable Laws and authorized to do so in writing by HEAVE:
4.2.3 Update HEAVE, pursuant to the notice provisions set forth in Section 22.2, if any information provided to HEAVE on the TECHNICIAN application has changed or is expected to change;
4.2.4 Provide all documents and information requested by HEAVE in accordance with the terms and conditions of the HEAVE platform, this Agreement, and the Ancillary documents;
4.2.5 Ensure that all Affiliated individuals comply with all rules and requirements of the HEAVE platform, including where applicable, the terms set forth in this Agreement, all ancillary documents and Applicable Laws;
4.2.6 Cooperate with HEAVE in investigating and resolving any complaint or complaints that HEAVE receives regarding the TECHNICIAN or any Affiliated Individual in connection with use of the HEAVE platform or conduct in performance of any services on any Jobs; and
4.2.7 Not make any statement or representation which is false, fraudulent, or in violation of any state or federal law, regulation, or duty.
5. HEAVE's Obligations, Representations, and Warranties
5.1 HEAVE's Representations and Warranties. HEAVE represents and warrants to the INDEPENDENT TECHNICIAN the following:
5.1.1 All information provided by HEAVE to the TECHNICIAN is true and accurate as of the Effective Date
5.1.2 HEAVE has all requisite authority to enter into this Agreement and the present capability to satisfy its terms.
5.2 Obligations and Covenants. Throughout the Term, HEAVE shall:
5.2.1. Make timely payments to the INDEPENDENT TECHNICIAN according to the procedures set forth in Section 7.
5.2.2 Make all commercially reasonable efforts to maintain the HEAVE platform and provide technical support to the INDEPENDENT TECHNICIAN. Such support shall include, but is not limited to, assisting in the creation of a User account, the retrieval of login and password information, and the navigation of the User interface of the HEAVE platform. Notwithstanding the provisions of this Section 5, HEAVE reserves the right to upgrade, alter, change, or provide functionality comparable substitutes to the HEAVE Platform;
5.2.3 Retain all records, according to commercially reasonable standards, which pertain to the relationship of the Parties;
5.2.4 In connection with any obligation or activity set forth in this Agreement: (a) comply with, or cause compliance with, all laws, rules, and regulations applicable to HEAVE's performance hereunder; (b) cause all of its employees, agents, and representatives to comply with the aforementioned laws, rules, and regulations; and (c) not make any statement or representation which is false, fraudulent, or in violation of any state or federal law, regulation, or duty.
6. Workmanship Warranty Issued to Heave
6.1 Terms.
For every Job commenced and completed, the INDEPENDENT TECHNICIAN shall issue to HEAVE for whom the repair or service was subcontracted, a workmanship warranty, the terms of which shall be consistent with the industry standard for warranty repairs: the technician must warrant its work to be free of defects in material or poor workmanship for a period no less than three (3) months or five hundred (500) hours, starting from the date the machine is put back into service.
6.2 Obligation to Heave.
The INDEPENDENT TECHNICIAN acknowledges that a failure to provide, honor, and satisfy the warranty required under this Section 6, will cause substantial harm to HEAVE's marketplace reputation and goodwill. As such, failure to provide, honor, and satisfy the terms of the warranty required by this Section 6 shall be deemed a breach of this Agreement. Notwithstanding the foregoing, the TECHNICIAN hereby acknowledges and agrees that HEAVE shall have no liability for ensuring or guaranteeing performance by the TECHNICIAN for any work performed for a Job or the warranty issued pursuant to this Section 6.
7. Payment and Fees
7.1 Payment Terms.
All payments, fees, and charges owed to the INDEPENDENT TECHNICIAN on a completed Job and to be paid through the HEAVE platform shall be subject to the payment terms and conditions set forth in the applicable Work Order and the HEAVE Guidelines which may be updated from time to time by HEAVE pursuant to Section 2 above.
7.2 Contingent Upon Job Completion.
The INDEPENDENT TECHNICIAN shall not be owed, and HEAVE shall not deliver, any payment in connection with any Work Order until the Job set forth in the applicable Work Order is complete. HEAVE shall remit payment to the TECHNICIAN within 15 BUSINESS DAYS of a Job being completed.
7.3 Chargeback and Payment Reversals.
If HEAVE incurs costs or expenses (i) to rectify actual or alleged substandard or faulty workmanship performed by the TECHNICIAN and/or its Affiliated individuals to satisfy a Customer, (ii) to repair damages actually or allegedly arising from or relating to Customer Job(s) fulfilled by the TECHNICIAN and/or its Affiliated individuals, (iii) to pay any costs or expenses, including without limitation reasonable attorney's fees, arising from or relating to the conduct or performance of the TECHNICIAN or any Affiliated individuals, (iv) if the TECHNICIAN or Affiliated Individuals violates any of the requirements set forth herein that are, or may be deemed in the future, violations that provide a penalty to be imposed against the TECHNICIAN, such as expenses, regardless of the manner incurred, will be deducted as a "chargeback" from payments otherwise due to the TECHNICIAN from HEAVE. Further, if HEAVE incurs any costs or expenses or processes any payment refund to a Customer under any scenario set forth in the preceding paragraph and the TECHNICIAN has previously received payment from HEAVE for the Work Order(s) associated with the incurred cost, expense or Customer refund, there are two possible remedies: (1) the TECHNICIAN will reimburse HEAVE for the price of labor for the Job in question, or (2) further repair work will be applied towards the outstanding credit until it is repaid in full.
7.4 Setoffs.
HEAVE shall have the right at any time to set-off any amounts due to the TECHNICIAN against any amounts owed by the TECHNICIAN or its Affiliated individuals with respect to other Work Orders fulfilled by the TECHNICIAN or any other contractual agreement between the parties hereto, unless such set-off violates the Applicable Laws.
8. Independent Contractor/Subcontractor Relationships
This Agreement is not intended to create, and does not create any partnership, joint venture, agency, fiduciary, employment, or other relationship between the Parties, beyond the relationship of independent parties to a commercial contract. Neither party is, nor will either Party hold itself out to be, vested with any authority to bind the other party contractually, or to act on behalf of the other party as a broker, agent, or otherwise. The subcontracted INDEPENDENT TECHNICIAN shall perform the services required by this Agreement under the general direction of HEAVE, subject to approval of the Customer or other specified representative of Customer, so HEAVE may fulfill obligations to the Customer. HEAVE shall have no right to, and shall not, control the manner or prescribe the method the TECHNICIAN uses to fulfill services on accepted Jobs, subject to the terms of this Agreement and Ancillary Documents. The INDEPENDENT TECHNICIAN shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Job, subject to the terms of this Agreement and the applicable Customer specifications. The Parties acknowledge that any provisions of this Agreement reserving certain authority in HEAVE have been inserted solely to achieve compliance with federal, state, or local laws, rules, and interpretations thereof.
9. Non-Exclusivity
This Agreement is non-exclusive, and HEAVE, without notice may use other service providers to perform the same or similar Jobs described in this Agreement. Similarly, the INDEPENDENT TECHNICIAN may perform like Jobs for others, so long as the performance of such other services does not impair the TECHNICIAN's ability to fulfill its obligations under this Agreement or any Work Order accepted or otherwise cause the INDEPENDENT TECHNICIAN to breach this Agreement. The TECHNICIAN understands that it shall not during the term of this Agreement use its relationship with HEAVE (or the Confidential Information gained there from) to divert or attempt to divert any business from HEAVE to a company that provides services in competition with HEAVE. Confidentiality; Publicity; Ownership of Works.
10. Confidentiality
The INDEPENDENT TECHNICIAN acknowledges that performance under this Agreement will give the TECHNICIAN and its Affiliated Individuals access to confidential, proprietary, and trade secret information of HEAVE and/or its service providers, employees, agents, business and contractual relationships, as well as, Customer information (collectively, "Confidential Information"). The TECHNICIAN agrees that it will maintain all Confidential Information in strict confidence and not disclose or use Confidential Information other than as necessary to fulfill its obligations under this Agreement. The TECHNICIAN will inform its Affiliated Individuals about the confidential and proprietary nature of the Confidential Information to which they may be exposed and will ensure that Affiliated Individuals (i) keep Confidential information strictly confidential, and safeguard and protect the Confidential information from theft, piracy, or unauthorized access in a commercially reasonable manner, (ii) are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein, and (iii) comply with all terms of this Section 10 "Confidential Information" shall include without limitation, information disclosed to, made available to, or obtained by the TECHNICIAN in connection with this Agreement, and all material and reports prepared for HEAVE hereunder, including all information (whether or not specifically labeled or identified as confidential), in any form or medium, that is disclosed or learned by the TECHNICIAN in the performance of Jobs related to this Agreement and that relates to the business, services, research or development of HEAVE or its service providers, suppliers, agents, representatives, Customers or Participating Insurer. Confidential information further includes without limitation the following:
(a) Internal business information (including information relating to the strategic and staffing plans and practices, marketing, promotional sales plans, practices, and programs, training practices and programs, costs, rate and pricing structures, and accounting and business models);
(b) Identities of, individual requirements of, specific contractual arrangements with, and information about, HEAVE's service providers, suppliers, Customers, and Participating insurers and their confidential, proprietary, or personal information;
(c) Compilations of data and analyses, processes, methods, techniques, systems formulae, research, records, reports, Customer lists, manuals, documentation, models, data, and databases relating thereto;
(d) Computer software and technology (including operating systems, application software, interfaces, utilities, modifications, updates and their overall organization and interaction), documentation, data and databases, and any User Account ID and passwords HEAVE provides you for access to the HEAVE Platform; and,
(e) Trade secrets, trade dress, ideas, inventions, designs, developments, devices, methods, processes, and systems (whether patentable or copyrighted, and whether reduced to practice or fixed in a tangible
medium).
10.1 Required Disclosures.
If the INDEPENDENT TECHNICIAN receives a subpoena or other validly issued administrative or judicial process demanding information about this Agreement and/or Confidential information, the TECHNICIAN must immediately notify in writing and tender the process for defense to HEAVE. Unless it has been timely limited, quashed, or extended, the TECHNICIAN will thereafter be entitled to comply with such process to the extent required by law. If requested, the TECHNICIAN will cooperate in the response to such process or any demand related thereto.
10.2 Injunctive Relief.
The INDEPENDENT TECHNICIAN acknowledges and agrees that in the event of the TECHNICIAN or Affiliated Individuals's breach of the confidentiality provisions of this Section 10, HEAVE will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law. Accordingly, HEAVE shall be entitled to a preliminary and final injunction, without the necessity of posting any bond or undertaking in connection therewith, to prevent any further breach of these confidentiality obligation or further unauthorized use of Confidential Information. This remedy is separate and apart from any other remedy that HEAVE may have.
10.3 Publicity.
INDEPENDENT TECHNICIANS will not issue any press release or other statement or otherwise disclose (in whole or in part) the contents or substance of this Agreement or the Parties' activities under this Agreement without first obtaining the express prior written consent of HEAVE. Any such consent must be requested at least thirty (30) calendar days before the intended date of the release or communication. TECHNICIANS will immediately inform HEAVE if it believes that the issuance of any press or other media release is required by operation of Applicable laws.
10.4 Ownership of Works.
Except as otherwise agreed by the Parties in writing, HEAVE or its assignee own and have all right, title, and interest in all ideas, concepts, plans, processes (including, without limitation, sales and marketing processes), creations, trademarks, logos, intellectual property, and other work product (collectively, the "Works") produced by HEAVE, at HEAVE's request, or by the INDEPENDENT TECHNICIAN or any Affiliated individual for HEAVE in futherance of the Parties' obligations under this Agreement. The TECHNICIAN will cooperate fully with HEAVE and execute documentation as HEAVE may request in order to establish, secure, maintain, or protect HEAVE's rights with respect to the Works.
10.5 Information and Profile.
As part of entering this Agreement and operating as an INDEPENDENT TECHNICIAN on the HEAVE platform, it is understood and agreed to that the TECHNICIAN and any Affiliated individuals are required to provide information to HEAVE. Such information includes, without limitation, name, addresses, telephone and/or mobile numbers, email, and, if applicable, business name; TECHNICIAN business principal or owner information; onboarding dates; state and local licensing and registration information; background check approvals, badge numbers and photographs; service types and capabilities; business descriptions; insurance information; project and work photographs; project, Job and service details; Customer reviews; and business and personal testimonials (collectively "INDEPENDENT TECHNICIAN Information"). All TECHNICIAN information may be used by HEAVE for its business purposes, including without limitation, the creation of a TECHNICIAN profile on the HEAVE platform. The INDEPENDENT TECHNICIAN expressly agrees that HEAVE may provide TECHNICIAN information to Customers; may use TECHNICIAN information in any way necessary to facilitate actual or potential Jobs and/or enter into Prime Agreements with Customers; and may share TECHNICIAN information with any of its affiliated companies, post such information on affiliate websites, and otherwise make such information publicly available. HEAVE does not share TECHNICIAN information which contains Personally Identifiable Information ("PII") without consent. HEAVE's collection and use of PII in connection with the HEAVE platform is as provided in HEAVE's Privacy Policy located at www.heaveapp.com/privacy. TECHNICIAN warrants that all TECHNICIAN information provided to HEAVE by the TECHNICIAN and/or its personnel is accurate, up to date, and in compliance with all Applicable Laws. TECHNICIAN warrants that it has the right to provide all TECHNICIAN information to HEAVE, has obtained any and all necessary consents from third parties, and that such information does not violate any rights of any third party. HEAVE reserves the absolute right and discretion to utilize or discard any TECHNICIAN information.
11. Indemnification
11.1 TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAWS, THE INDEPENDENT TECHNICIAN SHALL DEFEND, INDEMNIFY, AND HOLD HEAVE, THE CUSTOMER, AND PARTICIPATING INSURER AND ANY OF THEIR RESPECTIVE PAST AND PRESENT OWNERS, OFFICERS, SHAREHOLDERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY “INDEMNITEES”) HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ALLEGATIONS, LOSSES, LIABILITIES, CAUSES OF ACTION, LAWSUITS, PROCEEDINGS, JUDGMENTS, FINES, PENALTIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEY, EXPERT, AND CONSULTANT FEES AND LEGAL EXPENSES FOR PERSONAL INJURY (INCLUDING DEATH) AND PROPERTY DAMAGE RELATING TO OR ARISING OUT OF ANY JOB AND/OR ASSIGNED WORK ORDER PERFORMED BY HEAVE OR ANY OF ITS AFFILIATED INDIVIDUALS (THE “INDEMNITORS”); PROVIDED, HOWEVER, THE INDEMNITORS SHALL HAVE NO OBLIGATION TO INDEMNIFY, DEFEND OR HOLD HARMLESS THE INDEMNITEES IN THE EVENT THAT SUCH CLAIMS, DAMAGES, LOSSES, AND EXPENSES ARE CAUSED BY THE SOLE, ACTIVE NEGLIGENCE OF AN INDEMNITEE.
11.2 BY WAY OF EXAMPLE AND NOT LIMITATION, THE TECHNICIAN SHALL DEFEND, INDEMNIFY, AND HOLD THE INDEMNITEES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ALLEGATIONS, LOSSES LIABILITIES, CAUSES OF ACTION, LAWSUITS, PROCEEDINGS, JUDGMENTS, CIVIL PENALTIES, FINES, PENALTIES, DAMAGES, COSTS, AND EXPENSES, INCLUDING ATTORNEY, EXPERT, AND CONSULTANT FEES AND LEGAL EXPENSES, TO THE EXTENT ARISING OUT OF OR RELATING TO THE FOLLOWING:
11.2.1 THE INACCURACY, UNTRUTHFULNESS, OR BREACH OF ANY REPRESENTATION, COVENANT, WARRANTY, OR ANY OTHER AGREEMENT SET FORTH IN THIS AGREEMENT BY THE TECHNICIAN AND/OR ITS AFFILIATED INDIVIDUALS
11.2.2 PERSONAL INJURY (INCLUDING WITHOUT LIMITATION, DEATH AND EMOTIONAL DISTRESS OR INJURY) ARISING OUT OF OR RELATING TO ACTS OR OMISSIONS OF THE INDEPENDENT TECHNICIAN AND/OR ITS AFFILIATED INDIVIDUALS WHILE PERFORMING SERVICES PURSUANT TO ANY JOB SET FORTH IN THE APPLICABLE WORK ORDER
11.2.3 PROPERTY LOSS OR DAMAGE ARISING OUT OF OR RELATING TO ACTS OR OMISSIONS OF THE TECHNICIAN AND/OR ITS AFFILIATED INDIVIDUALS WHILE PERFORMING SERVICES PURSUANT TO ANY JOB SET FORTH IN THE APPLICABLE WORK ORDER
11.2.4 NONCOMPLIANCE BY THE TECHNICIAN AND/OR ANY AFFILIATED INDIVIDUAL WITH ANY APPLICABLE LAWS
11.2.5 ANY HAZARDOUS MATERIAL (AS THAT TERM IS DEFINED BY APPLICABLE LAWS) BROUGHT TO THE CUSTOMER’S PROPERTY OR RELEASED BY THE NEGLIGENCE OF THE TECHNICIAN AND/OR ITS AFFILIATED INDIVIDUALS
11.2.6 INFRINGEMENT OF THE INTELLECTUAL PROPERTY, PROPRIETARY, OR OTHER RIGHTS OF ANY THIRD PARTY BY THE TECHNICIAN AND/OR ANY OF ITS AFFILIATED INDIVIDUALS
11.2.7 THE FAILURE OF THE TECHNICIAN AND/OR AFFILIATED INDIVIDUALS TO PERFORM INSPECTIONS OR OBTAIN AND MAINTAIN LICENSES OR PERMITS REQUIRED BY APPLICABLE LAWS
11.2.8 THE SUPPLY OF FALSE OR INACCURATE BACKGROUND INFORMATION OR THE GATHERING AND/OR USE OF BACKGROUND INVESTIGATION INFORMATION
11.2.9 TAXES ASSERTED OR LEVIED AGAINST HEAVE RESULTING FROM SERVICES THAT ARE THE RESPONSIBILITY OF THE HOME SERVICE PROVIDER, ITS WORKERS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ITS SUBCONTRACTORS
11.2.10 THE FAILURE OF THE TECHNICIAN TO COMPLY WITH APPLICABLE LAWS RELATING TO IMMIGRATION
11.2.11 THE UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION BY THE TECHNICIAN AND/OR ANY OF ITS AFFILIATED INDIVIDUALS
11.2.12 ANY PROPERTY ENCUMBRANCE RESULTING FROM ANY ALLEGED FAILURE OF THE TECHNICIAN OR ANY OF ITS AFFILIATED INDIVIDUALS, TO PAY FOR ANY PORTION OF THE SERVICES, WHETHER VALID OR NOT
11.2.13 ANY MATERIAL BREACH OF THIS AGREEMENT OR AN ACCEPTED WORK ORDER
11.2.14 COMPENSATION OR BENEFITS OF ANY KIND, INCLUDING BASE WAGES, BONUSES, HEALTH AND WELFARE BENEFITS (BY AGREEMENT, PLAN, STATUTE OR OTHERWISE), PENSION BENEFITS, OR SEVERANCE OR TERMINATION PAY, BY OR ON BEHALF OF THE TECHNICIAN OR ANY AFFILIATED INDIVIDUAL, CLAIMING AN EMPLOYMENT OR OTHER RELATIONSHIP WITH THE TECHNICIAN AND/OR HEAVE.
It is agreed that with respect to any legal limitations resulting from Applicable Laws now or hereafter in effect and affecting the validity and enforceability of the indemnification obligation under Section 11.2 and/or Section 11.21, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring Section 11.2 and/or Section 11.21 into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. The TECHNICIAN’s obligations under Sections 11.2 and 11.21 shall not be limited, waived, or excused by the payment of any damages, benefits, expenses, or compensation under any employee death or disability statute, including worker’s compensation, employer’s liability, employee benefit, or other such act.
11.3 Right to Assume Defense. It is agreed that with respect to any legal limitations resulting from Applicable Laws now or hereafter in effect and affecting the validity and enforceability of the indemnification obligation under Section 11.2 and/or Section 11.21, such legal limitations are made a part of the indemnification obligation to the minimum extent necessary to bring Section 11.2 and/or Section 11.21 into conformity with the requirements of such limitations, and as so modified, the indemnification obligation shall continue in full force and effect. The TECHNICIAN’s obligations under Sections 11.2 and 11.21 shall not be limited, waived, or excused by the payment of any damages, benefits, expenses, or compensation under any employee death or disability statute, including worker’s compensation, employer’s liability, employee benefit, or other such act.
11.4.1 Inform the Indemnitees in writing about all material information pertaining to a third party claim;
11.4.2 Inform the Indemnitees in writing of the date of any mediation, arbitration, trial, or settlement conference relating to a third party claim as soon as possible after it receives such information;
11.4.3 Choose defense counsel that is reasonably satisfactory to the Indemnitees;
11.4.4 Provide Indemnitees with copies of all discovery requests within five (5) days of TECHNICIAN’s receipt of same;
11.4.5 Provide the Indemnitees with copies of all pleadings, discovery responses, settlement proposals and/or any other material documents relating to the third-party claim before finalizing or filing to allow the Indemnitees the opportunity to provide comments; and
11.4.6 Inform the Indemnitees of the outcome of any mediation, arbitration, motion, trial, settlement, or any other matter from which appeal rights could arise.
11.5 No Settlement Without Consent. TECHNICIAN will not enter into any settlement or compromise of a claim without first obtaining the Indemnitees’ prior written consent.
11.6 Indemnification in Addition to Insurance. The presence or absence and/or applicability or non-applicability of the INDEPENDENT TECHNICIAN’s insurance coverage does not in any way limit the TECHNICIAN’s obligation to indemnify, defend, and hold the Indemnitees harmless pursuant to the terms of this Section 12.
11.7 Conflicts of Interest. If counsel retained by the TECHNICIAN has a conflict of interest or such conflict of interest arises in connection with a third-party claim, Indemnitees shall be entitled to retain separate counsel, at TECHNICIAN’s expense, to defend Indemnitees. TECHNICIAN shall not seek to disqualify counsel due to an alleged conflict of interest where a single counsel represents multiple Indemnitees in connection with a third-party claim, and TECHNICIAN hereby waives any alleged conflict of interest allegations relating to same.
12. Intellectual Property
All intellectual property rights in the HEAVE Platform shall be owned by HEAVE absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the HEAVE Platform are the property of their respective owners. The TECHNICIAN acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided to us are non-confidential and shall become the sole property of HEAVE. HEAVE shall own exclusive rights, including all intellectual property rights, 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 TECHNICIAN. HEAVE and other HEAVE logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of HEAVE in the United States and/or other countries (collectively, the “HEAVE Marks”). If you provide services as an INDEPENDENT TECHNICIAN, HEAVE grants to you, during the Term of this Agreement, and subject to compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Works and the HEAVE Marks solely on the HEAVE stickers/decals, apparel, and any other HEAVE-branded items provided by HEAVE directly to you in connection with fulfilling Jobs (“IP License”). The IP License is non-transferable and non-assignable, and you shall not grant to any third-party any right, permission, license or sublicense with respect to any of the rights granted hereunder without HEAVE’s prior written permission, which it may withhold in its sole discretion. The HEAVE logo (or any HEAVE Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a HEAVE Mark in a domain name or HEAVE referral code, or use of a HEAVE Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. The HEAVE INDEPENDENT TECHNICIAN may identify itself as a TECHNICIAN on the HEAVE Platform, but may not misidentify yourself as HEAVE, an employee of HEAVE, or a representative of HEAVE. The technician acknowledges that HEAVE is the owner and licensor of the Works and the HEAVE Marks, including all goodwill associated therewith, and that your use of the Works, HEAVE logo (or any HEAVE Marks) will confer no interest in or ownership of the Works or HEAVE Marks in you but rather inures to the benefit of HEAVE. The TECHNICIAN agrees to use the HEAVE logo strictly in accordance with HEAVE’s Brand Guidelines, as may be provided in Ancillary Documents and revised from time to time, and to immediately cease any use that HEAVE determines to nonconforming or otherwise unacceptable.
The TECHNICIAN agrees that it will not:
(1) Create any materials that use the HEAVE Marks or any derivatives of the HEAVE Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by HEAVE in writing;
(2) Use the HEAVE Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the HEAVE Marks other than in accordance with the terms, conditions and restrictions herein;
(3) Take any other action that would jeopardize or impair HEAVE’s rights as owner of the HEAVE Marks or the legality and/or enforceability of the HEAVE Marks, including, challenging or opposing HEAVE’s ownership in the HEAVE Marks;
(4) Apply for trademark registration or renewal of trademark registration of any of the HEAVE Marks, any derivative of the HEAVE Marks, any combination of the HEAVE Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the HEAVE Marks;
(5) Use the HEAVE Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
Violation of any provision of this IP License may result in immediate termination of the IP License, in HEAVE’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain- Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the HEAVE Marks (in violation of this Agreement or otherwise), the technician agrees that upon their
creation HEAVE exclusively owns all right, title and interest in and to such materials, including any modifications to the HEAVE Marks or derivative works based on the HEAVE Marks or HEAVE copyrights. The TECHNICIAN further agrees to assign any interest or right it may have in such materials to HEAVE, and to provide information and execute any documents as reasonably requested by HEAVE to enable HEAVE to formalize such assignment.
13. Insurance
13.1 Insurance Coverage Requirements. INDEPENDENT TECHNICIANS will procure and maintain at all times throughout the Term of this Agreement,
(1) commercial general liability,
(2) automobile liability, and according to state laws,
(3) workers’ compensation insurance policies.
The insurance will not include any exceptions and/or exclusions that limit or minimize the coverages for the Job. Product-completed operations endorsements are required. TECHNICIANS shall cause its applicable Affiliated Individuals to provide, pay for, and maintain at all times while performing services with TECHNICIAN, commercial general liability, automobile liability, and workers compensation insurance with commercially reasonable limits and coverages for their respective scope of the Job. To avoid all doubt, the insurance coverages set forth herein and further detailed in the TECHNICIAN Guidelines are considered aspects of the Minimum Eligibility Criteria enabling access to the HEAVE Platform and failure to maintain such coverages is a breach of this Agreement and an “Event of Default” as set forth in Section 17 below.
13.2 Risk of Loss. As of the Effective Date and continuing throughout the Term, each Party to this Agreement will be responsible for risk of physical or actual loss of and damage to any property, equipment, merchandise, or any other items or information in its possession or under its control. As between HEAVE and Customer, the risk of loss shall not pass to Customer until the Job has been completed and accepted by the Customer. Risk of loss shall revert to HEAVE upon Customer’s rejection of defective or non-conforming services, even if such equipment, merchandise or any other item is stored at property owned by Customer.
13.3 Waiver of Subrogation. With respect to the insurance required to be furnished by this agreement, INDEPENDENT TECHNICIANS and its insurer(s) hereby waive all rights of subrogation against Heave and Customers, from any and all claims and liability or responsibility with respect to such loss or injury arising from work through the HEAVE platform.
13.4 Additional Insured. All INDEPENDENT TECHNICIAN insurance coverage shall cause HEAVE and the Customer(s) to be named as additional insureds as specified under the respective coverage required by this Agreement.
14. Disclaimers and Limitations of Liability
14.1 LIABILITY FOR ACTUAL DAMAGES ONLY. EXCEPT IN CONNECTION WITH TECHNICIAN’s BREACH OF CONFIDENTIALITY, FRAUD, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR ANY INDEMNIFICATION OBLIGATION OWED HEREIN BY TECHNICIAN, EACH PARTY HEREBY WAIVES ANY RIGHT TO CLAIM AGAINST THE OTHER PARTY FOR INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST OPPORTUNITIES, LOST PROFITS FROM TRANSACTIONS PURSUANT TO THIS AGREEMENT OR LOST SAVINGS, ARISING OUT OF OR RELATING TO ACTS OR OMISSIONS UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, AND EVEN IF REASONABLY FORESEEABLE OR IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 HEAVE’S MAXIMUM LIABILITY. HEAVE’s MAXIMUM LIABILITY TO TECHNICIAN UNDER THIS AGREEMENT (REGARDLESS OF CAUSE OR FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) WILL BE LIMITED TO THE TOTAL UNDISPUTED AMOUNT OWED TECHNICIAN BY HEAVE IN PAYMENT FOR TECHNICIAN’S FULFILLMENT OF ITS OBLIGATIONS UNDER THIS AGREEMENT. HEAVE’S LIABILITY UNDER THIS AGREEMENT SHALL TERMINATE ONE (1) YEAR FROM THE OCCURRENCE OF THE EVENT GIVING RISE TO A CLAIM, AND TECHNICIAN AGREES TO BRING ANY TYPE OF CLAIM AGAINST HEAVE WITHIN THAT ONE (1) YEAR TIME PERIOD. THE TECHNICIAN HEREBY WAIVES ANY RIGHT UNDER ANY STATUTE OF LIMITATIONS TO BRING ANY CLAIM AFTER SUCH ONE (1) YEAR TIME PERIOD.
14.3 CLAIMS AGAINST HEAVE ONLY. TECHNICIAN AGREES THAT ITS SOLE RECOURSE FOR CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT AND/OR ANY JOBS UNDERTAKEN WILL BE AGAINST ONLY HEAVE OR HEAVE’S SUCCESSORS AND ASSIGNS. IN NO EVENT WILL THE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PARTICIPATING INSURERS, OR CUSTOMERS OF HEAVE BE PERSONALLY LIABLE OR NAMED AS PARTIES IN ANY ACTION BY TECHNICIAN. TECHNICIAN FURTHER AGREES THAT IT WILL STIPULATE TO A DISMISSAL WITH PREJUDICE OF ANY CLAIM BROUGHT CONTRARY TO THIS SECTION.
14.4.1 THE INDEPENDENT TECHNICIAN’s PARTICIPATION IN THE HEAVE PLATFORM IS AT ITS SOLE RISK. THE TECHNICIAN IS RESPONSIBLE FOR DETERMINING WHETHER TO PARTICIPATE IN THE HEAVE PLATFORM.
14.4.2 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, HEAVE, ITS AFFILIATED COMPANIES, THE HEAVE PLATFORM, ANY PERSON PROVIDING SERVICES TO HEAVE, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, AGENTS, MANAGERS, EMPLOYEES AND OTHER REPRESENTATIVES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14.4.3 EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, HEAVE MAKES NO REPRESENTATION OR WARRANTY THAT (I) THE HEAVE PLATFORM WILL MEET THE INDEPENDENT TECHNICIAN’S REQUIREMENTS, (II) THE HEAVE PLATFORM WILL BE UNINTERRUPTED, (III) THE RESULTS THAT MAY BE OBTAINED FROM PARTICIPATION IN THE HEAVE PLATFORM WILL BE BENEFICIAL TO THE TECHNICIAN, OR THAT (IV) ANY ERRORS IN ANY OF THE SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY THE TECHNICIAN THROUGH THE HEAVE PLATFORM WILL BE CORRECTED.
14.4.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED BY THE TECHNICIAN THROUGH ITS PARTICIPATION IN THE HEAVE PLATFORM IS DONE AT THE INDEPENDENT TECHNICIAN’S DISCRETION AND RISK. THE INDEPENDENT TECHNICIAN WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE INDEPENDENT TECHNICIAN FROM ANY HEAVE PLATFORM USER OR THROUGH THE HEAVE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
14.4.5 HEAVE SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO, THE INDEPENDENT TECHNICIAN’S PARTICIPATION IN THE HEAVE PLATFORM OR THE INDEPENDENT TECHNICIAN’S DEALINGS WITH PARTICIPATING INSURERS OR CUSTOMERS IN CONNECTION WITH THE HEAVE PLATFORM, INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF THE INDEPENDENT TECHNICIAN’S TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY PARTICIPATING INSURED OR ANY THIRD PARTY, OR (VII) FOR ANY OTHER MATTER RELATING TO THE HEAVE PLATFORM. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN HEAVE AND THE INDEPENDENT TECHNICIAN. THE INFORMATION AND SERVICES OFFERED IN CONNECTION WITH THE HEAVE PLATFORM WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS, LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO THE HEAVE NETWORK SERVICE PROVIDER. IN SUCH JURISDICTIONS, THE DISCLAIMER AND THE LIMITATIONS AND EXCLUSIONS OF LIABILITY ARE APPLICABLE TO THE FULLEST EXTENT PERMITTED BY LAW.
2024-12-01
