Please read the Terms and Conditions, then click "I Agree" to accept the terms and conditions and proceed to your account.
These Contractor Terms of Service (the “Agreement”) constitute a legally binding agreement between Wrench, Inc., a Delaware corporation, and its parents, subsidiaries, representatives, affiliates, officers and directors (“Wrench,” “we,” “our” or “us”), and the contractor identified on the signature page hereto or who digitally executes or accepts a version of this Agreement (“Contractor,” “you” or “your”).
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND WRENCH CAN BE BROUGHT (SEE SECTION 14 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST WRENCH TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A CONTRACTOR, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 14.
By entering into this Agreement, and/or by using or accessing the Wrench Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 14) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE WRENCH PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE WRENCH PLATFORM.
1. THE WRENCH PLATFORM; MOBILE APP
Wrench operates a technology-enabled, mobile vehicle service, inspection and marketplace for consumer and fleet customer vehicle servicing, maintenance, repair and inspection needs. The Company provides these services under the Wrench®, YourMechanic®, Lemon Squad®, Southwest Inspection Services (SWI), and Mobile Battery Solutions (MBS) brands. This Agreement governs your use of the Wrench websites, applications, technology, facilities, vehicles and platform (collectively, the “Wrench Platform”). The Wrench Platform provides a marketplace where, among other things, persons who seek vehicle servicing, maintenance, repair or inspection (“Vehicle Owners”) can be matched with independent mechanic, technician and/or inspector businesses like you, who we refer to as “Contractors”. Wrench and Contractors are not in the same business as one another, and maintain business locations that are separate from each other. Contractors and Vehicle Owners using the Wrench Platform are collectively referred to herein as “Users,” and the vehicle services provided by Contractors to Vehicle Owners, are referred to herein as “Vehicle Services.” Services provided through the Wrench Platform directly by Wrench or its employees are referred to as “Wrench Services.” For certain types of services, Vehicle Owners may be referred either by Wrench or by Contractors to third-parties, such as a third-party tire or battery service, who are referred to as “Third Party Services.”
As a Contractor, you authorize Wrench to match and/or re-match you with Vehicle Owners for an opportunity to review and accept a Service request or appointment (each, a “Job Request”). We will provide information and address/location where the Job Request is to be performed. We will notify you of available Job Requests via the Wrench Platform, including mobile apps, scheduling portals, or via phone or email.
Successfully matching you to Job Requests is dependent on you maintaining up to date weekly and daily up-to-date work schedules. You will notify us when you are available to provide service(s) through the Wrench Platform. You retain the option to accept or to decline or ignore a Job Request via the Wrench Platform. You may decline any Job Request where you deem the location unsafe or unfit to perform Vehicle Services. Wrench does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Wrench Platform. Wrench does not, and shall not be deemed to, require you to accept any specific request for Vehicle Services as a condition of maintaining access to the Wrench Platform. Furthermore, Wrench does not guarantee you any particular volume of Job Requests during any particular time, or at all.
Whether you are eligible to accept any given Job Request is subject to multiple factors including your and the Vehicle Owner’s location, distance and time to the location, Contractor qualifications meeting Job Request requirements, prior completion of any required Vehicle Services trainings, Contractor’s license, insurance and background check information being current and in good standing, efficiency of the Wrench Platform, and other factors determined by the us in our sole discretion. You are solely and exclusively responsible for carefully reviewing any and all requirements of each and every specific Job Request, and your acceptance of a Job Request constitutes your affirmative representation of compliance with all requirements for a specified Job Request.
Once a Job Request is accepted, you will arrange to complete the Vehicle Services at times mutually agreeable to you and the Vehicle Owner. You may cancel an accepted Job Request, subject to Wrench’s then-current cancellation policies.
Mobile App. Wrench makes available for installation on Contractor's mobile device (“Device”), and grants to User a personal, non-exclusive, non-transferable license to install and use the Mobile App on its Device solely for the purpose of providing Vehicle Services. Contractor agrees not to provide, distribute, share, or enable the provision, distribution, or sharing of the Mobile App (or any data associated therewith) with any third party, except for authorized employees. The license granted to Contractor shall terminate immediately, and Contractor shall delete and fully remove the Mobile App from the Device in the event Contractor terminates this Agreement. Contractor agrees that it is responsible for acquiring and maintaining, at its sole expense, the Device on which the Mobile App will be installed, including payment of any data plan charges.
Mobile App License. Subject to the terms and conditions of the Agreement, Wrench hereby grants Contractor a non-exclusive, non-transferable, non-sublicensable, non assignable license, during the term of this Agreement, to use the Wrench Platform (including the Mobile App on a Device) solely for the purpose of providing Vehicle Services to Consumers and tracking resulting payments. All rights not expressly granted to Contractor are reserved by Wrench and its respective licensors. Contractor shall not, and shall not allow any other person or entity to (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Wrench Platform, Mobile App, or any Device in any way; (b) modify or make derivative works based upon the Wrench Platform or Mobile App; (c) improperly use the Wrench Platform or Mobile App, including creating Internet “links” to any part of the Wrench Platform or Mobile App, “framing” or “mirroring” any part of the Wrench Platform or Mobile App on any other websites or systems, or “scraping,” “indexing” or otherwise improperly obtaining data from the Wrench Platform or Mobile App, whether for use in connection with AI-based systems, platforms or language models or otherwise; (d) reverse engineer, decompile, modify, or disassemble the Wrench Platform or Mobile App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages using the Wrench Platform or Mobile App. In addition, Contractor shall not, and shall not allow any other person or entity to, access or use the Wrench Platform or Mobile App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Wrench Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Wrench Platform; or (iv) attempt to gain unauthorized access to the Wrench Platform or its related systems or networks.
2. MODIFICATIONS TO THIS AGREEMENT
Wrench reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. Wrench reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Wrench Platform after any such changes shall constitute your acceptance of such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).
3. ELIGIBILITY; NO SUBCONTRACTING
The Wrench Platform may only be used by entities or individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Wrench Platform is not available to Users who have had their account temporarily or permanently deactivated.
To use the Wrench Platform, each User shall create a User account. Each person may only create one User account, and Wrench reserves the right to deactivate any additional or duplicate accounts.
You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Wrench. Without limiting the foregoing, you are not authorized to subcontract or delegate any Vehicle Services without the prior express written consent of an authorized Wrench representative, which consent may be withheld in Wrench’s sole discretion.
By becoming a User, you represent and warrant that you are at least 18 years old.
4. COMPENSATION; PAYMENT TERMS
By Job Request. The compensation payable by Wrench to Contractor for Vehicle Services shall be as agreed to in each individual accepted Job Request, which amount Contractor acknowledges is a negotiated and agreed upon compensation rate. Nothing contained herein shall restrict or prohibit you from negotiating a higher fee for a particular Job Request up until such time as you have accepted the Job Request.
Payment Only Upon Job Completion. Timely completion of Job Requests is crucial to meeting Vehicle Owner requirements for each individual Job Request and is a condition to payment. Examples of an incomplete Job Request include, but are not limited to:
Service Failure and Fee Recovery. In the event you fail to fully perform any Service due to your action or omission, including any of the incomplete Job Request items listed above (a “Service Failure”) and Wrench either incurs additional costs, for example engaging an alternate contractor to complete the missing elements of a Job request, or refunds some or all of a Vehicle Owner’s payment for Vehicle Services provided by you, then Wrench shall be entitled to reduce the compensation payable to you by the amount of the additional costs incurred to engage an alternate contractor or to recover from you an amount equal to the refunded payment. You hereby authorize Wrench to offset any such amounts from payments to you for the Job Request that experienced a Service Failure and/or from future Vehicle Services. Likewise, if Wrench incurs any expense (including, but not limited to, towing charges or fees for further repairs), if you fail to return any parts or materials provided by Wrench within seven (7) days of the conclusion of an appointment or Job Request, or if Wrench discovers an error in its calculation of payments owed to your, Wrench shall be entitled to offset the expense, cost of the unreturned part or material, or error against any payments to you for future Vehicle Services. If you cease providing Vehicle Services pursuant to this Agreement and owes money to Wrench at that time, you shall pay the full amount owed to Wrench within ten days of ceasing to provide Vehicle Services. If you dispute responsibility for a Service Failure, or disputes any offsets, the dispute shall be resolved pursuant to Sections 14.
Payment Integration. Wrench uses 3rd party platforms to facilitate payment and payments and are subject to the platform Account Agreement, which includes the Terms of Service (collectively, the “Services Agreement”). By agreeing to this Agreement or continuing to access the Wrench Platform, you agree to be bound by the Services Agreement, as the same may be modified by the 3rd party platform from time to time. As a condition of Wrench enabling payment processing services through the 3rd party platform, you agree to provide Wrench accurate and complete information about you and your business, and you authorize Wrench to share it and transaction information related to your use of the payment processing services provided by the platform. Wrench reserves the right, in its sole discretion, to change the 3rd party payment platform for User at any time.
General Payment Terms. You acknowledge and agree that you have had an opportunity to negotiate the above rates with Wrench and have agreed to the rates as listed above or as negotiated and agreed to with respect to each specific Job Request.
Depending on the nature of the Vehicle Service being performed, Wrench will pay you either:
If you do not receive its compensation in a timely or accurate manner, you shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, you first inform Wrench in writing of the failure and provide Wrench a reasonable opportunity to cure it.
The compensation set forth in this Agreement shall be the sole payment due Contractor for the work Contractor performs. You understand that Wrench will not withhold any amounts for payment of taxes from the compensation paid to you and that you are solely responsible to pay all applicable taxes from said compensation.
You understand that you will receive an IRS FORM 1099 statement and related tax statements and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law.
For purposes of New York City Local Law 140 only, the "value" of the services performed pursuant to this Agreement is equal to the total compensation paid to you per each Job Request.
5. CONTRACTOR REQUIREMENTS, REPRESENTATIONS, WARRANTIES AND AGREEMENTS
By providing Vehicle Services as a Contractor on the Wrench Platform, you represent, warrant, covenant and agree that:
Contractor’s Qualifications. You represent that you possess the specialized skill and expertise required to perform the vehicle service, maintenance, repair and/or inspection requested and required by each Job Request.
Non-Exclusivity. You represent that you are customarily engaged in an independently established trade, occupation, or business of the same nature as the Vehicle Services to be performed. Provision of the Vehicle Services is on a non-exclusive basis. You may be engaged or employed in any other business, trade, profession, or other activity, including the business of automotive repair and/or inspection while providing services under this Agreement. Wrench does not, and shall not be deemed to, restrict you from engaging in any such other activities.
Driver’s License; Notice of Infraction(s). You must at all times maintain a valid driver’s license and you represent that you are authorized and medically fit to operate, service and/or inspect a motor vehicle. You must promptly notify Wrench of any moving violations or other vehicle related incidents that could negatively influence your suitability to perform the Vehicle Services. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
Compliance with Law. You shall perform the Vehicle Services in compliance with all applicable federal, state, local and municipal laws, rules and regulations (“Applicable Law”), including by maintaining all licenses, permits, and registrations required to perform the Vehicle Services. Certain municipalities, including gated residential communities or workplaces may restrict certain Vehicle Services from being performed in the public street or right of way, or impose other restrictions or conditions; it is your responsibility to know and to follow any such restrictions applicable to each Job Request location. You represent that you are certified with the California Bureau of Automotive Repair (if User is located in California and the nature of your work requires you to be certified).
Manner and Means of Work; Required Equipment and Tools. Subject to your compliance with Applicable Law and with Wrench policies and procedures relating to environmental, health and safety ("EHS") and end customer data privacy and security (“Data Privacy”), you shall retain sole and absolute discretion in the manner and means of carrying out its activities and responsibilities under this Agreement. You shall supply at your own expense and be responsible for all equipment and tools necessary to perform the Vehicle Services.
Used Parts Return and Disposal. Per state and federal consumer protection and environmental law(s), you shall return outstanding parts or cores acquired in the repair and/or maintenance of Vehicle Owner vehicles through Wrench’s preferred vendor(s) by within 72 hours of service completion.
Travel Costs and Expenses. You are responsible for transportation to and from the Job Request locations. Unless otherwise agreed with Wrench, you shall not incur any expenses on behalf of Wrench, and shall not be entitled to reimbursement of any expenses incurred in connection with the performance of any Vehicle Services pursuant to this Agreement. You shall bear any expenses incurred in connection with its performance of Vehicle Services pursuant to this Agreement unless otherwise specifically agreed in writing.
Damage to Vehicle Owner’s Property; Spills. You shall promptly report to Wrench any damage—however caused—to a Vehicle Owner’s vehicle or other personal or real property of the Vehicle Owner or at or near the Job Request location. Similarly, you shall promptly notify us of any spills or loss of fluids, such as oil or transmission fluid. You will notify us of such damage, spill or loss whether or not you believe it is the result of your acts or omissions in the performance of Vehicle Services. In the event of an accident, damage or spill, ensure the safety of all people involved first and foremost, including by contacting appropriate authorities. Then, it is your responsibility to contemporaneously document any and all damage or spills, including by taking photographs and providing this documentation to Wrench. YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO VEHICLE OWNER’S VEHICLE OR OTHER PERSONAL OR REAL PROPERTY OF THE VEHICLE OWNER OR AT OR NEAR THE JOB REQUEST LOCATION.
Your Relationship with Wrench. You agree that this Agreement does not create an employment relationship between you and Wrench. You are and shall be an independent contractor and not an Employee of Wrench for any purpose, including, but not limited to, the application of the Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Industrial Insurance or State Employment Security (Unemployment Compensation), or their equivalents, of the Contractor’s state of residency (if an individual) or domicile (if an entity). This Agreement shall not be considered or construed to be a partnership or joint venture, agency or franchisor-franchisee relationship, and Wrench shall not be liable for any obligations incurred by you unless specifically authorized in writing. You shall not act as an agent of Wrench, nor bind Wrench in any manner, unless specifically authorized to do so in writing.
Trainings. You acknowledge and agree that many of the Vehicle Services are technical in nature, require compliance with environmental, health and safety laws, rules and regulations and Wrench’s EHS policies, and provide you access potential access to confidential information regarding Wrench’s customers and/or their vehicles protected by Wrench’s Data Privacy policies. Consequently, in order for Contractor to be authorized to provide certain of the Vehicle Services, Wrench may require you to attend trainings deemed necessary by Wrench to educate you about certain aspects of the Vehicle Services unless you can otherwise demonstrate mastery thereof. No such training will be provided regarding general automotive mechanic or inspector skills and qualifications, which constitutes your independently established trade, occupation and business.
No Brand Requirement. With the exception of any signage required by law or permit/license rules or requirements, Wrench shall have no right to require you to: (a) display Wrench’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Wrench’s names, logos or colors.
Non-Circumvention. You acknowledge and agree that Wrench has made substantial financial, technology and operational investments in building the Wrench Platform. You agree that you will not directly or indirectly attempt to solicit or divert any specific Job Request or any subsequent Vehicle Service opportunity away from Wrench or the Wrench Platform. You shall not use Wrench’s technology, intellectual property, mobile application, and/or the Wrench Platform to perform work outside the terms of this Agreement or to divert customers to other service providers or repair facilities. You will only provide referrals to Third Party Services that are authorized or approved by Wrench. You shall not demand that a Vehicle Owner customer pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
Non-Disparagement. You agree and covenant that the you will not at any time make, publish, or communicate to any person or entity or in any public forum any maliciously false, reckless, defamatory or disparaging remarks, comments, or statements concerning Wrench, the Wrench Platform or any of Wrench’s employees, directors, officers, and existing and prospective customers, suppliers, investors and other associated third parties.
Taxes. You will pay all applicable federal, state and local taxes based on your provision of Vehicle Services and any payments received by you.
No Benefits. You shall not be entitled to any benefits made available to Wrench employees, including, without any limitation, any vacation or illness payments, workers compensation, or to participate in any plans, arrangements or distributions made by Wrench pertaining to any bonus, stock option, profit sharing, insurance or similar benefits. You hereby agree to indemnify, defend and hold Wrench harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable fees and expenses of attorneys and other professionals) arising out of or relating to any obligation imposed by law on Wrench to pay any withholding taxes, social security, unemployment or disability insurance or similar items in connection with compensation received by you pursuant to this Agreement.
Conduct. You will not discriminate against or harass any Vehicle Owner on account of their race, color, national origin, religion, gender, gender identity or expression, physical or mental disability (including the use of service animals or mobility devices), medical condition, marital status, age, or sexual orientation. You will not engage in reckless behavior performing Vehicle Services, including driving. You will not permit an unauthorized third party to accompany you in the vehicle while providing Vehicle Services. You will not provide Vehicle Services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of Vehicle Owners or third parties. Wrench may from time to time adopt additional policies and procedures relating to misconduct, harassment, assault (including sexual assault), EHS and Data Privacy matters; we encourage you to check back frequently for the most up to date policies.
Professionalism and Standard of Care. You represent and warrant that you will perform Vehicle Services in a thorough, courteous, and professional manner, consistent with high professional and industry standards by individuals with the requisite training, background, experience, technical knowledge, and skills to perform Vehicle Services. With respect to each Job Request accepted and not canceled by the Vehicle Owner, you agree to arrive at the date, time, and location specified by the Vehicle Owner, ready to perform and complete the Job Request within the Vehicle Owner’s parameters, and with the equipment necessary to do so. You understand and agree that the parameters of each Job Request are established by the Vehicle Owner and applicable third-party reference materials (e.g., Mitchell, Alldata, Identifix, and repair times provided by the relevant original equipment manufacturers), not Wrench, and represent the end result desired, not the means by which you are to accomplish the end result.
Honesty and Integrity. You will not attempt to defraud Wrench customers in connection with your provision of Vehicle Services. Examples include recommending or performing unnecessary or extraneous Vehicle Services. If Wrench suspects that you have engaged in fraudulent activity, Wrench may withhold applicable fees or other payments for the Vehicle Services in question and take any other action against Contractor pursuant to this Agreement or available under the law.
Cooperation. You will comply with Wrench’s reasonable requests to provide information in connection with Vehicle Owner complaints, law enforcement requests, or any other incident.
6. INSURANCE IS YOUR RESPONSIBILITY—PERSONAL AUTO INSURANCE IS NOT SUFFICIENT
Liability Insurance. During the Term of this Agreement, you shall maintain in force adequate auto insurance, commercial general liability, and mechanic/professional liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to Wrench, with policy limits sufficient to protect and indemnify Wrench and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your negligence, acts or omissions or the acts or omissions of your agents, contractors, or employees. Wrench shall be listed as additional insured under such policy, and you shall forward a certificate of insurance verifying such insurance upon the Wrench’s written request, which certificate will indicate that such insurance policies may not be canceled before the expiration of a 7-calendar day notification period and that Wrench will be immediately notified in writing of any such notice of termination.
Personal Auto Insurance is Not Sufficient. You acknowledge that a personal auto insurance policy does not meet the requirements of this section and may not provide you coverage in the event of an incident while you perform Vehicle Services.
Company will Provide No Insurance. You acknowledge that Wrench will not carry any liability insurance, or other insurance, on behalf of, or for the benefit of Contractor.
7. TERM AND TERMINATION
Term of Agreement. This Agreement shall become effective (the “Effective Date”) upon the date this Agreement is electronically or digitally accepted or signed by both Parties.
Termination. You may terminate this Agreement at any time for any or no reason by giving Wrench written notice. If you terminate this Agreement, you will not be able to access the Wrench Platform.
Violation of Agreement. Any breach, violation or noncompliance with any term, condition, covenant, representation or warranty contained in this Agreement by you is grounds for immediate termination of this Agreement. Further, failure to satisfactorily perform Vehicle Services under this Agreement may result in termination of this Agreement and/or entitle Wrench to damages for the negligence, acts, or omissions of the Contractor. The following are further examples that would be a breach by you of this Agreement:
8. COMMUNICATIONS FROM WRENCH
By entering into this Agreement or using the Wrench Platform, you agree to receive communications from us, our affiliates, or our third-party partners, at any of the phone numbers provided to Wrench by you or on your behalf, and also via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Wrench, its affiliated companies and/or Vehicle Owners may include but are not limited to: operational communications concerning Job Requests, information regarding your User account or use of the Wrench Platform, Vehicle Services, Wrench Services, Third-Party Services, updates concerning new and existing features on the Wrench Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Wrench and industry developments. If you change or deactivate the phone number you provided to Wrench, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” OR “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE WRENCH PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM WRENCH (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE WRENCH PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU.
9. YOUR INFORMATION; PUBLICITY RIGHTS; REVIEWS
The Wrench Platform includes a Contractor landing page which may include Contractor provided content such as photographs, name, address, and contact information. Your Information is any information you provide, publish or post, and any information provided on your behalf, to or through the Wrench Platform (including any profile information you provide), Feedback (defined below), and Usage Data (defined below) (collectively, your “Information”). You consent to us using your Information to create a User account that will allow you to use the Wrench Platform and participate in the Vehicle Services. You further consent to us using your Information in connection with Wrench’s commercial, educational, marketing or promotional activities, including but not limited to use in external marketing and promotional materials (“Marketing Use”). Our collection and use of personal information in connection with the Wrench Platform, the Vehicle Services and Marketing Use is as provided in Wrench’s Privacy Policy and this Agreement. You are solely responsible for your Information and your interactions with other members of the public, including Vehicle Owners, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete.
You acknowledge that during the course of your performance of Vehicle Services we may request that you capture photographs, video and/or sound recordings that may capture you, your voice, your image, your name or your likeness (collectively, “Recordings”). You acknowledge that Wrench may also capture Recordings of your performance of Vehicle Services either directly or through a third party. You acknowledge and agree that any such Recordings may be used by Wrench on the Wrench Platform, to provide Vehicle Services, and/or for Marketing Use.
To enable Wrench to use your Information and Recordings for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the Wrench Platform or Vehicle Services, or for Marketing Use, you grant to Wrench a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information and/or Recordings, and to use, copy, perform, display and distribute such Information and/or Recordings to prepare derivative works, or incorporate into other works, such Information and/or Recordings, in any media now known or not currently known, whether recorded on or transferred to videotape, film, slides, photographs, audiotapes, print, digital/electronic media, social media or any other media of any other kind or nature whether or not currently in existence, in perpetuity without geographical limitation, and without further compensation to you. This license includes, without limitation, the right to publish, exhibit, market, distribute, modify, edit, duplicate, reproduce, use and reuse, and copyright any of the Recordings, in whole or in part, as Wrench may desire.You hereby waive any right to approve the final proof, content or publication of any Recordings. You also understand that Wrench has no obligation to use or publish any of the Recordings. Without limiting the licenses granted in this Section, Wrench may use your Information, Recordings, Feedback and Usage Data to develop, train, or enhance artificial intelligence or machine learning models that are part of Wrench’s products and services including the Wrench Platform and including third-party components of Wrench’s products and services, and Contractor authorizes Wrench to process its Information, Recordings, Feedback and Usage Data for such purposes. However, (a) Information, Recordings, Feedback and Usage Data must be aggregated before it can be used for these purposes, and (b) Wrench will use commercially reasonable efforts consistent with industry standard technology to de-identify Information, Recordings, Feedback and Usage Data before such use. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Features of Wrench’s products and services including the Wrench Platform that include artificial intelligence or machine learning models are not human and are not a substitute for human oversight.
Wrench does not assert any ownership over your Information; rather, as between you and Wrench, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information. However, with respect to Recordings, which relate to Vehicle Services, Wrench shall have complete ownership of the Recordings and any materials in which the Recordings may appear.
Feedback and Usage Data. “Feedback” means suggestions, feedback, or comments about the Wrench Platform, Vehicle Services, or any Wrench services or offerings. “Usage Data” means data and information about Contractor’s use of and access to the Wrench Platform, including data and information pertaining to Vehicle Services performed by Contractor. Contractor may, but is not required to, give Wrench Feedback, in which case Contractor gives Feedback “AS IS”. Contractor provides Wrench a fully paid-up, royalty free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into Wrench’s products and services including the Wrench Platform, or otherwise use any Feedback. Wrench may use all Feedback freely without any restriction or obligation. Wrench also reserves the right to seek intellectual property protection for any features, functionality or components of the Wrench Platform that may be based on or that were initiated by such Feedback. In addition, Wrench may collect and analyze Usage Data, and Wrench may freely use Usage Data to maintain, improve, and enhance Wrench’s products and services including the Wrench Platform without restriction or obligation.
Ratings. After receiving Vehicle Services, Consumers will be prompted to rate Contractor and the Services provided by Contractor, and to provide comments about Contractor and its Services. Contractor will also be prompted to provide a rating of its experience in providing the requested Vehicle Services and to provide comments about the Consumer. Wrench reserves the right to use, share, and display Consumer and Contractor ratings and comments in any manner permitted by law in connection with Wrench’s business. Contractor acknowledges and agrees that Wrench is a distributor (without any obligation to verify) and not a publisher of Consumer ratings and comments, provided that Wrench reserves the right to edit or remove comments but only to the limited extent that such comments include obscenities or similar content, an individual's personal contact information, or violates any laws, other applicable laws, or Wrench’s content policies.
Geo-Location Data. Contractor acknowledges and agrees that its geo-location information must be provided to the Wrench Platform in order to provide the Consumer information about Contractor’s location. Contractor acknowledges and agrees that (a) its geo-location information may be obtained by the Wrench Platform while in use by Contractor; and (b) the approximate location of Contractor may be displayed to the Consumer before and during the provision of Vehicle Services to such Consumer. In addition, Wrench may share with third parties Contractor’s geo-location information obtained by the Wrench Platform for safety and security purposes. However, under no circumstances may Wrench monitor or track geo-location data to control, directly or indirectly, the manner and means by which Contractor provides the Vehicle Services. Contractor consents to the use of its geo location data as described above.
10.CONFIDENTIAL INFORMATION; INTELLECTUAL PROPERTY
Non-Disclosure. You agree not to disclose or communicate to any other party, in any manner, either during the term of the Agreement and for a period of one year immediately following termination of the Agreement whether voluntary or involuntary information about Wrench, its operations, clientele including Vehicle Owners, or any other information, that relates to the business of Wrench which is or would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Wrench (collectively, “Confidential Information”). You acknowledge that the above information is material and confidential and that it affects the profitability of the Company. You understand that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement.
Wrench Platform and Mobile App Ownership. The Wrench Platform, Mobile App, Usage Data and Confidential Information, including all intellectual property rights therein, shall remain the property of Wrench or its respective licensors. Any copyrightable works developed by User in connection with the Wrench Platform or Mobile App shall be exclusive property of Wrench. Neither this Agreement nor User's use of the Wrench Platform, Mobile App, or Confidential Information conveys or grants to User any rights in or related to the Wrench Platform, Mobile App or Confidential Information, except for the limited license granted above.
Intellectual Property. You acknowledges and agrees that you will not disclose, appropriate, give, sell, communicate to any other party, or use for its own purposes (outside of services performed under this Agreement) during the length of this Agreement and in perpetuity: any Wrench inventions, technology, processes, innovations, ideas, improvements, developments, methods, designs, analyses, trademarks, service marks, and other indicia of origin, writings, audiovisual works, concepts, drawings, reports and all similar, related, or derivative information or works (whether or not patentable or subject to copyright), including but not limited to all patents, copyrights, copyright registrations, trademarks, and trademark registrations in and to any of the foregoing, along with the right to practice, employ, exploit, use, develop, reproduce, copy, distribute copies, publish, license, or create works derivative of any of the foregoing, which relate to the Wrench’s actual or anticipated business, research and development or existing or future products or services.
This provision is subject to the Defend Trade Secrets Act.
DEFEND TRADE SECRETS ACT, 18 U.S. CODE § 1833 NOTICE:
18 U.S. Code Section 1833 provides as follows:
Immunity From Liability For Confidential Disclosure Of A Trade Secret To The Government Or In A Court Filing. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made, (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.
Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
11.DISCLAIMERS
The following disclaimers are made on behalf of Wrench, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.
Any EHS or Data Privacy policy, training, safety-related feature, process, policy, standard, or other effort undertaken by Wrench is not an indication of any employment or agency relationship with any Contractor.
The Wrench Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. Contractor accepts the Wrench Platform and the Mobile App on an "as is" and "as available" basis. Wrench does not represent, warrant, or guarantee that User's access to or use of the Wrench Platform, or the Mobile App, will be (a) accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Wrench Platform or Mobile App will be corrected, or that the Wrench Platform or Mobile App is free of viruses or other harmful components; or (b) result in any requests for Vehicle Services. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. Contractor acknowledges and agrees that the Wrench Platform or Mobile App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure), and Wrench is not responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems.
You acknowledge and understand Wrench does not screen or otherwise evaluate Vehicle Owners. You acknowledge that Vehicle Owners may pose a risk of harm to him or her, and/or its property, and hereby agrees to assume all risks of harm to its person and property arising from interactions with Vehicle Owners pursuant to this Agreement, including, but not limited to, risks of bodily injury, emotional injury, death, and damage to or loss of property. You agree that Wrench owes no duties to you, including, but not limited to, any duty of indemnification, in connection with the screening, evaluation or conduct of Vehicle Owners.
We cannot guarantee that each Vehicle Owner is who they claim to be. Please note that there are also risks of dealing with underage persons or people acting under false pretense. We encourage you to communicate directly with each Vehicle Owner prior to engaging in each Vehicle Service.
Wrench is not responsible for the conduct, whether online or offline, of any User of the Wrench Platform. You are solely responsible for your interactions with other Users including Vehicle Owners.
You are responsible for the use of your User account and Wrench expressly disclaims any liability arising from the unauthorized use of your User account.
It is possible for others to obtain information about you that you provide, publish or post to or through the Wrench Platform (including any profile information you provide), send to other Users, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Wrench Platform. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Location data provided by the Wrench Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage.
Wrench advises you to use the Wrench Platform with a data plan with unlimited or very high data usage limits, and Wrench shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Wrench Platform.
This paragraph applies to any version of the Wrench Platform that you acquire from the Apple App Store—the Automotive Technician App. This Agreement is entered into between you and Wrench. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Wrench Platform. Wrench, not Apple, is solely responsible for the Wrench Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
As a Contractor, you may be able to access the Wrench Platform through use of the "Automotive Technician App" available through Google Play. You agree that Google may collect your location data when you access the Wrench Platform through the Automotive Technician App or when the Automotive Technician App is running in order to provide and improve Google's services, that such data may also be shared with Wrench in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.
Wrench shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.
12.LIMITATION OF LIABILITY
IN NO EVENT WILL WRENCH, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “WRENCH” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, SPECULATIVE OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE WRENCH PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE WRENCH PLATFORM, WRENCH SERVICES, THE VEHICLE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WRENCH PLATFORM MAY BE USED BY YOU TO PROVIDE VEHICLE SERVICES, BUT YOU AGREE THAT WRENCH HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY VEHICLE SERVICES SET FORTH IN THIS AGREEMENT OTHER THAN FOR THE COMPENSATION EXPRESSLY PROVIDED FOR HEREIN. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, WRENCH HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON THE WRENCH PLATFORM, THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND VEHICLE OWNERS OR ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
13.INDEMNIFICATION
Contractor shall defend, indemnify, and hold harmless Wrench, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively “Indemnified Parties” for purposes of this section), from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from: (a) personal injury, bodily injury, death of any person, or damage to real or tangible personal property resulting from your negligence, acts, or omissions; (b) your violation of any law or the rights of a third party, including, Vehicle Owners, other motorists, and pedestrians, as a result of your own interaction with such third party; (c) your breach of any representation, warranty, or obligation under this Agreement or any document or policy that it incorporates by reference; (d) any claim brought by Contractor’s employees, subcontractors, including any claim asserted by or on behalf of any individual performing work under this Agreement alleging that, in connection with such work, he or she is entitled to participate in any Company benefit plans, programs, policies or practices which may now or in the future be in effect, including, without limitation, any pension, retirement, 401(k), profit sharing, stock option, bonus, incentive compensation, life insurance, health insurance, vacation, holiday, or separation payment plan. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without Wrench’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party. Nothing in this Agreement precludes Company from bringing an action in law or equity against Contractor for damages, losses, personal, or property damage caused directly or indirectly by negligence, acts, or omissions of Contractor.
14.ARBITRATION
ARBITRATION OF CLAIMS: In the event of a dispute between you and Wrench, you and Wrench agree to resolve the dispute as described in this Section (hereafter the “Arbitration Provision"). This Arbitration Provision is governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and applies to any dispute brought by either you or Wrench arising out of or related to this Agreement, your relationship with Wrench (including termination of the relationship), the Vehicle Services contemplated by this Agreement, including payment disputes, but excluding all claims that may be adjudicated in small claims court and actions brought to enforce any confidentiality provisions. The terms of this Arbitration Provision shall remain in force even after the parties' contractual relationship ends. BY AGREEING TO ARBITRATE ALL SUCH DISPUTES, THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR AND NOT BY WAY OF A COURT OR JURY TRIAL.
Claims Covered By Arbitration Provision. Unless carved out below, claims involving the following disputes shall be subject to arbitration under this Arbitration Provision regardless of whether brought by you, Wrench, or any agent acting on behalf of either: (1) disputes arising out of or related to this Agreement; (2) disputes arising out of or related to your relationship with Company, including termination of the relationship; and (3) disputes arising out of or relating to the interpretation or application of this Arbitration Provision, but not as to the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims.
Limitations On Application Of This Arbitration Provision. This Arbitration Provision does not apply to claims for workers compensation, state disability insurance, unemployment insurance benefits or legal actions to enforce the Confidentiality provision of this Agreement. Regardless of any other terms of this Arbitration Provision, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov), and the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this 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.
Prohibition of Class Actions and Non-Individualized Relief. YOU AND WRENCH AGREE TO BRING ANY DISPUTE IN ARBITRATION ON AN INDIVIDUAL BASIS ONLY, AND NOT ON A CLASS, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL REPRESENTATIVE ACTION BASIS. ACCORDINGLY:
There will be no right or authority for any dispute to be brought, heard or arbitrated as a class action ("Class Action Waiver"). The Class Action Waiver shall not be severable from this Arbitration Provision in any case in which (1) the dispute is filed as a class action and (2) a civil court of competent jurisdiction finds the Class Action Waiver is unenforceable. In such instances, the class action must be litigated in a civil court of competent jurisdiction.
There will be no right or authority for any dispute to be brought, heard or arbitrated as a collective action ("Collective Action Waiver"). The Collective Action Waiver shall not be severable from this Agreement in any case in which (1) the dispute is filed as a collective action and (2) a civil court of competent jurisdiction finds the Collective Action Waiver is unenforceable. In such instances, the collective action must be litigated in a civil court of competent jurisdiction.
There will be no right or authority for any dispute to be brought, heard or arbitrated as a private attorney general representative action ("Private Attorney General Waiver"). The Private Attorney General Waiver shall be severable from this Agreement in any case in which (1) the dispute is filed as a private attorney general action and (2) a civil court of competent jurisdiction finds the Private Attorney General Waiver is unenforceable. In such instances, the private attorney general action must be litigated in a civil court of competent jurisdiction.
Arbitration Procedures. Except as provided in this Arbitration Provision, any controversy or claim covered by this Arbitration Provision shall be settled by arbitration administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement. The Arbitrator shall be selected by mutual agreement of you and Wrench. Unless you and Wrench agree otherwise, any arbitration hearings between Wrench and a Contractor will take place in the county of Contractor’s billing address. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules. Consistent with the GOVERNING LAW provision below, the substantive law of Washington shall apply to all such disputes. Any dispute regarding the applicability of this Washington choice of law provision in any arbitration between you and Wrench shall be resolved by the Arbitrator. If the Arbitrator determines that another state law shall apply to the dispute, such decision shall have no effect on the enforceability of the remainder of this Agreement, including but not limited to the Arbitration provision. Unless you and Wrench mutually agree otherwise, the Arbitrator shall be an attorney or retired judge licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the parties cannot agree to an Arbitrator, AAA shall appoint a neutral Arbitrator who shall act under this Arbitration Provision with the same force and effect as if the parties had selected the Arbitrator by mutual agreement. In arbitration, the parties shall 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.
Making a Demand for Arbitration. A demand for arbitration must be in writing and delivered by hand or first class mail to the other party within the applicable statute of limitations period. Any demand for arbitration made to Company shall be sent to the
Company’s President. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.
Attorney’s Fees and Arbitration Costs. Each party shall pay the fees for its own attorneys, subject to any remedies to which that party may later be entitled under applicable law. Costs incidental to the arbitration, including the cost of the Arbitrator and the meeting site ("Arbitration Costs") will be borne by you and Wrench equally, unless otherwise required by applicable law. Any dispute regarding a party's obligation to pay Arbitration Costs shall be determined by the Arbitrator. In the event you contend that, as a matter of law, you are not responsible for payment of any Arbitration Costs, you shall have no obligation to pay any portion of the contested Arbitration Costs until, and only if, the Arbitrator determines that you are responsible for the costs. If necessary for arbitration of the dispute, Wrench agrees to cover the amount of the Arbitration Costs contested by you until such time as the Arbitrator determines payment responsibility. If the Arbitrator determines that you are responsible for any amount of the Arbitration Costs already paid by Wrench, you shall remit payment of that amount to Wrench within 30 days of the Arbitrator's determination.
Post-Arbitration Procedures. Within 30 days of the close of the arbitration hearing (which period may be extended by stipulation of the parties), any party shall have the right to prepare, serve on the other party and file with the Arbitrator a post-arbitration brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in its or her or his individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator, or as needed to enforce an arbitration award, neither a party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the parties. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.
Application to Existing Claims and Controversies. This Arbitration Provision is intended broadly to apply to all controversies hereafter arising out of or related to the parties' relationship or your performance of services for Wrench or its customers, as well as any existing controversy that has arisen from the parties' relationship or your performance of services for Wrench or its customers, as is permitted under Section 2 of the Federal Arbitration Act.
OPT-OUT PROVISION. If you do not want to be subject to this Arbitration Provision, you may opt out by notifying Company in writing of your desire to opt out of this Arbitration Provision, which writing must be dated, signed and submitted by U.S. Mail or hand delivery to the Company’s President. In order to be effective, the writing must clearly indicate your intent to opt out of this Arbitration Provision and the envelope containing the signed writing must be post-marked within 21 days of the date this Agreement is accepted or signed by you. Your writing opting out of this Arbitration Provision will be filed with a copy of this Agreement and maintained by Company. Should you not opt out of this Arbitration Provision within the 21-day period, you and Wrench shall be bound by the terms of this Arbitration Provision.
Optional Pre-Arbitration Negotiation Process. Before initiating any arbitration or proceeding, you and Wrench may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Wrench. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties.
Binding Effect; Third Party Beneficiaries. This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the Wrench Platform or Vehicle Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.
Right to Consult with an Attorney. You have the right to consult with private counsel of your choice with respect to any aspect of, or any claim that may be subject to, this Arbitration Provision. Subject to the exceptions listed above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
15.GOVERNING LAW
This Agreement and all related documents and all matters arising out of or relating to this Agreement and the Services provided hereunder, whether sounding in contract, tort, or statute, are governed by and construed in accordance with the laws of the State of Washington, without giving effect to conflict of laws.
16.GENERAL
The language in all parts of this Agreement shall be in all cases construed according to its fair meaning and not strictly for or against any party. Each party to this Agreement agrees that no representations, promises or agreements, orally or otherwise, have been made to them by the other party which are not contained in this Agreement, and that no other statement or promise is valid or binding unless it is contained in this Agreement. Any modification of this Agreement shall be effective only if it is in writing and signed by both parties. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement, is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement to give effect to the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. This Agreement may be executed in counterparts, including via digital acceptance or electronic signature, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
[ACCEPTANCE AND/OR SIGNATURE FOLLOWS]
IN WITNESS WHEREOF, the parties have as of the Effective Date either (a) executed this Agreement by their signatures below, or (b) by clicking "Yes, I agree", Contractor expressly acknowledges that Contractor has read, understood, and considered the consequences of this Agreement, that Contractor agrees to be bound by the terms of this Agreement, and that Contractor is legally competent to enter into this Agreement with Wrench.
Questions. Please contact us with any questions regarding this Agreement by emailing us at hello@Wrench.com
