The terms of the following Services Agreement (“Agreement”) constitute an agreement between you and Steereo, Inc. (“Steereo”) governing the services you provide to Steereo in various capacities including as a Steereo Driver App user or as may be offered by Steereo from time to time (collectively, “Steereo Services”) on an independent contractor basis.
Please read the terms of this agreement carefully. By clicking on the “I agree” or similar button, you expressly represent that (1) you have read, understand, and agree to be bound by the terms and conditions of this agreement, (2) you are of legal age to form a binding contract with Steereo, (3) you have the authority to enter into the agreement personally to the agreement; and (4) you are legally authorized to work in the United States.
Steereo is an app that provides targeted features and services for streaming music and other content as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Steereo Service” or “Service”), or accessing any content or material that is made available through the Service (the “Content”) you are entering into a binding contract with Steereo, Inc.
Your Relationship with Steereo
In performing the Steereo Services, you acknowledge and agree that you and Steereo are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Steereo agree that nothing in this Agreement should be construed to create (1) an employer-employee relationship or (2) a joint venture, franchisor-franchisee, partnership or agency relationship, or (3) any other relationship other than that of an independent contractor between you and Steereo. You have no authority to bind Steereo, and you will not undertake to represent yourself as an employee, agent or authorized agent of Steereo.
Steereo does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Steereo Services.
You retain the sole right to determine when, where, and for how long you will perform Steereo Services. In addition, subject to the limitations set forth herein, you can determine the method, details, and means of performing the Steereo Services. You acknowledge and agree that (i) you have no authority to enter into any agreement or contract that binds Steereo or creates obligations on the part of Steereo, and (ii) you are not eligible for any Steereo employee benefits and, to the extent that you otherwise would be eligible for any Steereo employee benefits except for the express terms of this Agreement, you expressly decline to participate in such Steereo employee benefits. You acknowledge and agree that you have complete discretion to provide Steereo Services or otherwise engage in other business or employment activities with other companies.
Payment for Your Services
You will pay all applicable federal, state and local taxes based on your provision of Steereo Services and any payments received by you. You understand Steereo will not withhold or make payments for social security, unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. You agree to indemnify, defend and hold Steereo harmless from any liability for any breach of this Agreement by you, or any liability for or assessment of, any claims or penalties or interest with respect to such taxes.
If applicable (for example, if you earn at least $600 in any calendar year from Steereo), you will be required to complete and submit an IRS Form W-9 to Steereo, which you hereby agree to do upon request from Steereo, and Steereo will report fees paid to you for the Steereo Services by filing a Form 1099-MISC with the Internal Revenue Service, as required by law.
Your Responsibility for Prohibited Activities
While providing Steereo Services, you agree that you will be solely responsible for the consequences of:
any damage or injury to yourself or third parties;
Performing Steereo Services in an unsafe, unprofessional, or unworkmanlike manner
Gaming the rules governing Steereo Services, or otherwise attempting to defraud Steereo in the provision of Steereo Services;
All intellectual property rights in the Steereo mobile application (“App”) shall be owned by Steereo absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), information regarding how Steereo works, the contents of the App and how the App functions, and the contents of any communications from Steereo to you, and other similar rights wherever existing in the world together with the right to apply for protection of the same (“Intellectual Property Rights”). All other trademarks, logos, service marks, company or product names set forth in the Steereo App are the property of their respective owners.
During the course of providing Steereo Services under this Agreement, you may be provided with and/or granted access to Confidential Information (as defined below).
You shall not use any Confidential Information for any purpose other than as necessary to provide Steereo Services. You agree to use reasonable care to protect the confidentiality of the Confidential Information. If you are compelled by law to disclose Confidential Information, you shall provide Steereo with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Steereo wishes to contest the disclosure. If you disclose or use (or threaten to disclose or use) any Confidential Information in breach of this paragraph, Steereo shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts. You specifically acknowledge that any other available remedies are inadequate.
“Confidential Information” includes, but is not limited to: Intellectual Property Rights, nonpublic information in any form including without limitation technology, data, plans, projects, drawings, schematics, standard operating procedures, know-how, client and/or vendor lists, employee and other personnel information, proposals, contracts, reports, photographs, video recordings, audio recordings, and work space inside and outside of buildings.
You agree to strictly comply with the terms of this Agreement. You agree to be solely responsible for all liabilities resulting from your failure to do so, including but not limited to, loss or damage to any persons or property resulting from such failure.
You will defend, indemnify, and hold Steereo including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of this Agreement and your performance of Steereo Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) any allegation that any information you pass along to Steereo infringes or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (3) any other activities in connection with the Steereo Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
By checking “I agree”, you are agreeing to the Terms of Service. The Agreement is considered active from the date you agree to the terms and conditions.